Rise of Odessa
by deathsheadx
Summary: a freak accident creates a warrior who will take a different path than those of the xmen! now complete
1. Just an ordinary day

**X-MEN EVOLUTION: RISE OF ODESSA**

by deathsheadx

disclaimer: xmen are a Marvel Entertainment property not mines

(( )) telepatic speech

**PART 1: JUST AN ORDINARY DAY**

It was a normal day at the Xavier institute.

After the rebuilding of the mansion, the departure of jubilation lee and Rhane Sinclair and the fight at Bayville high school which saw the break up of the lance/kitty relationship and the expulsion of the brotherhood (an event that Scott rejoiced) coupled in a lapse in the anti mutant sentiments and no attacks by magneto had caused a sense of peace had settled on the institute. Scott and Jean and cannonball were away at the Guthrie farm it seemed that all the Guthrie children were mutants and 16 year old Elsebeth, 14 year old Paige and 13 year old josh had manifested Jean and Scott were going to discuss them coming to the institute the beast was In his lab and Wolverine was off helping nick fury with something…

And the others… well the others were partaking in the usual pastime of young teenage boys…

"And I'm telling you that wonder woman is a hotty!" Yelled bobby drake A.K.A iceman

"She's hot but wonder girl is hotter bobby!" Answered ray crisp

"No way Pikachu Boy!" Retorted bobby

"Don't call me that! I mean she's hot now and she's only 16 when she reaches 25 she's going to be uber hot and wonder woman will be in her 40's or something like that!" said ray

"I'll tell you who's a real hotty the wasp!" Butted in Roberto

"No she's got tiny boobies and she's too skinny." said ray

"What are you lot talking about?" groaned Amara walking into the TV lounge

"Who's hotter!" Said ray, "wonder girl or wonder woman?"

"That's what the racket's about? You boys are so infantile… and to answer your question wonder woman is hotter as she has superior breeding," snorted Amara

"What's breeding got to do with it?" asked bobby

"Well here's the thing there are many pretty girls around all alike all basically average they don't stand out princess Diana of themescria has an x-factor which puts her above others…her attitude an attitude that comes from proper breeding helps her stand out, and wonder girl as sweet as she is lacks this…" said Amara smugly

"I never thought of it like that," said bobby

"Okay who's better in a fight rocky or Mohamed Ali?" Said Roberto

"Ahhhh shut up Roberto!" groaned everyone else

-----------

Storm sat in the kitchen reading a newspaper

_((Ororo to the ready room…))_ came professor x's telepathic call

"At once professor." Ororo replied as she got up and rushed to the ready room. "What is it professor…"

"Its magneto and his acolytes they are planning to steal an experimental chronal engine we have to stop him from getting away with it as we're undermanned at the moment with three xmen away so I'm promoting bobby drake to the xmen…"

"Are you sure iceman is ready?" said Ororo with a frown "he has maturity issues…"

"I know he has maturity issues but he is the most able of the new mutants and has shone some potential for maturity"

"Very well professor…I'll have hank prep the x-jet will you be coming to provide telepathic support?"

"Of---" Professor X winced and his right hand went to his forehead "…actually no. I have something to deal with…" he said softly

Storm looked at the professor she knew something was up. "Charles are you okay?"

"I'm fine Ororo" he said with a slight smile "I would go with you but this is important…."

"Very well Charles… I'll be on my way"

"Ororo be careful magneto may come to his acolytes aid"

"Then I'll do what needs to be done Charles" said Ororo as she left the ready room… she activated the pa system soon Ororo's team was assembled in the hanger bay. Her team consisted of Nightcrawler, Rogue, Shadowcat, Iceman, the Beast, and Spyke.

"Oh man I don't believe it I'm an official xman!" said iceman full of exuberance

"Yeah well don't mess it up or your busted back to the sidelines," muttered spyke

"Evan…"warned Ororo.

"Sorry auntie o!" said spyke

Ororo was worried about spike he was having problems with his powers but she put it to the back of her mind… the team boarded the x jet and took off….

---------

Lance Alvers couldn't believe who stood in the doorway of the boarding house

"Hey lance who's ahhhhhh! Not you! NOT YOU!" yelled toad as he caught sight of the new arrival quicksilver came rushing out at Todd's shriek

"Why Todd anybody would think you didn't like me…" said the figure in the doorway

"What are you doing back!" snapped quicksilver

"Shut up pieface I heard how you screwed over the guys…" muttered the figure in the doorway

Pietro maximoff went red in the face as both lance and Todd looked at him with daggers in their eyes

"Oh yeah he screwed us over all right he was working for magneto all" along muttered lance…

"I hear mystique got what she deserved…" continued the visitor

"Excuse me who's this," said Wanda maximoff as she came down the stairs

"Snokums this is—"

"Don't call me snokums!" snapped Wanda

"Okay sugah dumpling…"

Wanda started muttering, "I must not kill toad, I must not kill toad…"

"I'm Tabitha and you must be pieface's sister Wanda!"

"Pieface! That's a good one! Yeah I'm Wanda and the boys have told me all about you!"

"Nothing bad I hope…"

"Well they're afraid of you. Which in my book makes you alright with me!"

"They're afraid of me? COOL! Anyway I got kicked out of the hostel and decided to move back in for a while!"

Wanda grinned, "We need more estrogen in this place"

"Well anyway help me with my… is that…is that Freddy's banana and chocolate pancakes? Outta the way!" yelled Tabitha racing towards the kitchen

"Oh man we're never going to get rid of her!" muttered toad.

---------

Pyro grinned as he chased after scientists with a teddy bear shaped flame construct while gambit was working on the security lock to the vault…

"Why don't we just rip it out?" asked sabertooth

"Gambit no fool, de vault protected against ripping it out you try, you get fry, I gua-roun-tee"

"Pah!" Snorted sabertooth "we do it your way then Cajun… hey ruskie stop standing around looking pretty and go help pyro deal with the guards!"

Colossus looked at sabertooth with undisguised contempt and walked off

Gambit stood up "de're. De vault open now we get the prize!"

"I don't think so sugah" came a voice

Sabertooth spun round "The xmen." he snarled "so where's short and furry"

"Hey! I'm not short!" snapped Kurt

"I believe he was talking about Wolverine," said the beast mildly

"Ohhhh!"

"Bobby, Evan you two take pyro!" snapped storm "Rogue you Kurt and kitty-gambit and colossus. Beast your with me." storm flew into action she unleashed a lightning bolt striking sabertooth throwing him off his feet the beast dived in and started pounding on sabertooth before being shoved away. Iceman was putting out pyro's constructs and spyke was firing of his bone spikes to break pyro's concentration and gambit and colossus had their hands full, rogue managed to get skin to skin touch on gambit knocking him out and then she turned and hit colossus with an explosive discharge when suddenly bars of metal flew forward wrapping round and pinning rogue beast Evan and bobby to the ground Kurt, kitty, and storm escaped the attack.

"Oh no… " Said kitty

"You've interfered for the last time" came an angry voice

"This is not cool muttered Evan" from the ground as magneto descended to the ground he sent a pulse out that flung kitty Kurt and storm against a wall

"You xmen have been nothing but a pain, a thorn in my side it ends today…."

Storm flew up into the air and fired a lightning bolt at magneto which he deflected so Ororo pumped more power into her attack adding wind and hailstones to the barrage

Magneto gritted his teeth as a realisation started to dawn on him storm was overpowering him he would have to take her out soon he powered up a super strength blast and fired it at storm. Storm panicked and closed her eyes and pumped everything she had into a lightning attack to overwhelm magneto's they were stalemated unable to give an inch because either side gave an inch meant their death

Kurt saw sabertooth about to make his escape with the chronal drive and teleported directly to him grabbing the drive and teleporting away with it but as he landed sabertooth dived at him and the drive tumbled out of his hands hitting the ground as it hit the ground it activated a beam of energy shot out of the device and was drawn into the maelstrom of electromagnetic energy that storm and magneto had unleashed and then it exploded…

Kitty pryde opened her eyes to find herself being shielded from the falling debris by colossus "umm hi?" she said softly

"Are you okay?"

"Yeah what happened?"

"The drive exploded"

"Oh… oh! Kurt! Rogue!"

"Ahm okay!" said rogue pushing the bar off her "what about storm and Kurt?"

"I don't know!"

Suddenly there was a swirl of smoke and a woman appeared. "Gambit! Pyro! Colossus! Grab magneto and sabertooth and let's go the mission is a bust!"

Gambit grabbed a groggy sabertooth and gaped "voight! We got a problem…"

The woman teleported over to gambit and gasped "I don't know what just happened but we can worry about it later" she turned into mist and surrounded colossus, pyro with magneto and gambit holding sabertooth up and when the mist cleared they were gone…

Kitty and rogue pried the others loose and maid their way to the battlefield where storm had fallen "Dr McCoy can you see storm and Kurt?"

"I can see them I—oh my stars and garters!"

----------

Xavier looked at the raven-haired 17-year-old girl on the astral plane before him and sighed. ((_No I wont help you. ))_

_((But Charles!)) _She cried

_((I trained you and sent you in but you switched sides on me.)) _Replied Charles ((_I heard all about what you did. You killed that man. ))_

_((I had no choice I was in too deep…it was me or him! What would you have me do?))_

_((So deep that you gave my secrets to your new master you helped him build his own cerebro! He had knowledge that he shouldn't have had about me, which you gave him!))_ retorted Xavier

_((He knows I was a student of yours! What do you expect! It was the only way to get in with him! Xavier, I'm serious I need your help getting out!))_

_((I don't trust you anymore… you were my prize pupil before Jean and Scott you betrayed me. I cant take you back to the institute your too much of a risk… I can't take you back…))_ said Xavier with finality

_((This is sooooo typical of you Charles! For four and a half years you never tried to contact me or get me out and now…your coming over all sanctimonious! Well fine! I'll try to make it on my own after all I did for you!))_

She floated away but then she sighed then stopped and turned round. ((_Just remember Charles the 8 year old who heard your telepathic cries for help and pulled you out of that cave.)) _And with that she was gone…

-------

Ororo awoke with a thumping headache

"Ahhhh your awake Ororo?" Said Dr hank McCoy a.k.a the beast

"Hank? What happened did we stop magneto from getting away with the chronal drive?"

"Well basically… yes we did but there have been complications…"

"Complications are the children alright?"

"Yes! Yes! Well I believe so"

"Then what's going on?"

"Its best if I show you."

Ororo got out of hospital bed and followed the beast to the second med room what she saw shocked her to her very core…

End of part one

* * *

_Just what did Ororo see?_

_Who is the teen who Xavier refused to help?_


	2. Lets talk about cloning

**X-MEN EVOLUTION: RISE OF ODESSA**

By Deathsheadx

**PART 2: lets talk about cloning**

_**The Xavier Institute**_

Xavier arrived at the institute just as Scott Jean and cannonball returned from the Guthrie farm

"Jean, Scott I trust your trip was a success?"

"Yes professor Mrs Guthrie allowed all three of them attend the institute Sam introduce your sisters and brother…" said jean

"Okay Jean! Professor this is Elsebeth my big sister" said Sam. Professor Xavier looked up at the girl who stood around 9 feet tall she looked like someone had taken a teenager and run her through a scanner and enlarged the picture to 150 percent her original size

"Pleased to meet you sir! I've heard a lot about you from Sam's letters home!"

"And I've heard a lot about you I hope your stay at the institute is a good one"

"Professor this is Paige…" continued Sam

"Ohwowitsreallyyoui'veheardsomuchaboutyouialwayswantedtobeanxman!"

"Whuh huh?"

"Oh sorry sometimes I get carried away, and my mouth runs off at 100 miles per hour… I pleased to meet you sir."

"And I'm pleased to meet you Paige…" he turned to the third a tall boy with a mop of unruly brown hair and bird-like red feathered wings that sprouted from his back and "you must Joshua?"

"That I am sir but everybody calls me jay."

"Well jay, Sam tells me you want to be a musician…we have a music studio fully stocked with various instruments two levels down if you want to use it…"

"Really? Oh wow! Thank you sir!"

"It's no problem…"

----

Rogue had been tired and had taken a nap she was dreaming of the strange yet strikingly handsome swamp rat known as gambit when she was woken by screaming as she opened her eyes she found her face inches away from the ceiling she shrieked and suddenly fell to the ground only it didn't hurt as much as it should

"How did you do that?" Said Kitty Pryde in shock

"Ah…ah have no idea?"

----

**The Brotherhood Boarding House.**

Two teenage girls were participating in a relatively normal pastime, gossiping...

"Anyway the Sadie Hawkins dance was fun the school got raided by demons from another dimension" said Tabitha to Wanda with a smile

"Really I wish I'd been there it sounds like you had a great time." Sighed Wanda

"True I mean to be honest I could have gone back to Xavier but its not as fun, you have badger who wants to work you till you die of exhaustion—"

"Badger?"

"Wolverine."

"Ohhhhh!"

"Yeah and if that wasn't bad enough then you have Cyclops or mister stick up his arse his nose is so far up Xavier's arse any further and he'd be permanently attached he secretly believes he's going to be the next professor x he's a total spaz who spends his free time lusting after Jean grey a.k.a little miss perfect. She prances around like she's gods gift to the world she has the most perfect clothes the most perfect hair she's the sort that wants to be your friend just to show how perfect she is…"

"Pah I hate girls like that!"

"Me too and then you have Jean grey light, Kitty Pryde… she used to be cool but over time she started to mimic Jean its soooo annoying however my fuzzy elf Kurt is absolutely cool he's a master prankster and Rogue is an okay girl…"

"She used to be brotherhood didn't she."

"Yeah… but she got upset that mystique tricked her and joined the xmen…she partially regrets it through but she wont come back…she's in love with Scott you know and she hates Jean for stringing him on…"

"Jean strings Cyclops on?"

"Yeah she had an idea Scott wanted more than to be friends but ignored it as he didn't fit with her image it was only after she was outed and dumped by the school superstar jock Duncan did she start to date Cyclops which makes Rogue even madder…"

"I bet if we approach Rogue right we can get her to rejoin the brotherhood"

"You know if we catch her in the right mood she could rejoin…so tell me about your time in the mental institute"

"What an earth are you talking about?" Said Wanda to Tabitha

"Huh? You don't need to deny it Wanda lance told me all about how Magneto left you in a mental institute for nearly 8 years…"

Wanda looked at Tabitha as if she was mad but suddenly she felt tremendous pressure and there was a sharp pain as if a dam in her mind had burst "arrrrgrh! WHAT DID HE DO TO ME!" She screamed out everything started to tremble

"What the hell is going on?" Yelled lance

Pietro rushed up to Wanda and Tabitha's room "what did you do?"

"Nothing we were nattering away and I mentioned her time in the mental institute…"

"You fool! Don't you know what you've done? You've undone masterminds memory rewrite"

Suddenly Pietro was slammed against the wall "you traitor! You betrayed me a second time!" Screamed Wanda

"I had no choice Wanda otherwise he would kill you!"

The trembling stopped and Wanda let go of Pietro… "That's the only reason I don't kill you brother…now run. Run away and stay away I'm not ready to forgive you. You betrayed the brotherhood you betrayed me twice you have no friends left…"

Pietro looked into Wanda's eyes and saw the tears in here eyes he saw how much he had hurt her… he nodded and got up and slowly he walked down the stairs and out of the brotherhood house… he decided then and there he would better himself make himself worth of Wanda's forgiveness

Pietro knew there was a long road ahead

----

**The S.H.E.L.D Helicarrier**

"So what your saying nick is 16 years back A.I.M discovered the location of captain America and tried to take him from S.H.I.E.L.D headquarters…"

"Yes they failed to steal captain America but they managed to steal dna samples from him it turns out they were in cahoots with Hydra and used the same process that produced X23 to produce a clone"

"Damnnnnn so what happened?"

"The super soldier serum was dormant for a few years but when it became active upon hitting puberty she started to suffer the same problems as captain America…"

"Is she on ice?"

"Of course not they discovered that theta radiation stabilised the genetic structure."

"So what's the plan nick…"

"I need you and a team to go in and steal their theta accelerator cannon or destroy it and obtain the plans also I want all their research into captain America and the super soldier serum destroyed"

"Okay who you sending in with me?"

"This way…" Fury lead Wolverine into a room in the room was five men and a red-haired woman.

"Uncle Logan?" said the red haired woman

"Natasha? Its been a while darling and you don't look a day over 25"

"That's the result of taking the widow serum my aging process has slowed to a crawl"

"Okay you know the black widow and here are the other members of the team…this is Colonel Nick Fury Jr—"

"Say what?" Said Wolverine looking at the African American man sitting before him he had an eye patch just like fury… "Are you some sort of warped clone?"

"No I'm his grandson." replied the man

"Ohhh and how did you lose the eye?"

"Sabertooth…"

Wolverine grimaced "I've had a lot of experience with that freak…"

The elder Nick Fury coughed getting wolverines attention. Wolverine turned to see a large muscular man standing 7 foot 2 inches tall his left arm was completely metal and his left eye glowed ominously. "This gentleman is agent dayspring you know him as—"

"Cable." said Wolverine bristling slightly he had met this man a few times over the years the last time about four years back there was something that always set him on edge

"Logan." replied the white haired cyborg

"Nathan I see you've cut back on the guns"

Cable grinned, "They're in the suitcases outside…"

"Typical…"muttered Wolverine

"This is Hawkeye former circus entertainer and small time crook the worlds best marksman and archer…"

"Better than Ollie?"

"Better…much better" said fury "This is Snake Eyes and Spirit they're on loan from the G.I-JOE project"

"I heard you guys got reinstated how's hawk?"

"Hawks doing fine Colonel Logan" said spirit

Fury nodded "well that's the team you'll be going in, in 48hours… so we better start planning out our entrance and exit strategies."

"Lets do that…."

----

**somewhere, unknown**

She ran… through the catacombs searching for a way out

"You shouldn't have helped Shaw best me child… for that you must suffer and Xavier cant help you now! Yes I know his work I know he trained you and I know you were supposed to be working for him but you became comfortable as Sebastian's major domo and you looked the other way at times…Xavier was so mad at you for that!"

"Screw you!" She yelled as she franticly tried another door

"In time dear, in time! However I must say this is a side of you I've never seen before you're usually so calm and collected, so structured and ordered! To see you so desperate so afraid is music to my ears…"

She managed to get the door open but just as she was about to dive through she was grabbed by a pair of strong hands she turned to see raynard a former associate of hers only something was wrong with his eyes… they glowed red and from the outer corners of his eyes he was bleeding only the blood flowed down his face in an intricate pattern…

"You can't leave us Tessa we're not done playing with you!" and dragged her kicking and screaming back into the catacombs…

----

**The Xavier Institute**

Professor Xavier looked at the man in the stasis tube before him "Sabertooth? He looks different some how? And just who are they?" He said pointing to the teenage girl in the bed across from the stasis tube and next to her was a five-year-old boy in the final bed…

"Well firstly that's not Sabertooth. Well actually that's not true it is Sabertooth but it's not our Sabertooth he escaped Kitty and Rogue saw him get teleported away and those two…the girl's DNA matches that of someone we have on file…" said the Beast checking over his notes

As Xavier got closer he gasped "Clarence…Clarence Ferguson but she died she was killed by those purity thugs from 4 years ago…"

"Never the less she is an exact DNA match for Clarence…the little boy however is a surprise, his DNA…matches two people …"

"Who?"

"The child's DNA is that of Magneto's and Rogue's…"

"That's impossible!"

Just then Kitty rushed in "Dr McCoy something happened to Rogue she was floating in her sleep!"

"Really? I must do a DNA scan and give her a check over…"

"Hello professor has he shown you the others yet?"

"The others? There's more?"

"Thank you Kitty I was just about to show him" said the Beast in a huff "this way Charles". The Beast lead professor Xavier to the advanced med lab designed for extremely volatile mutations "something happened on the mission we don't exactly understand as far as we were able to piece together storm went all out to stop Magneto and the chronal drive accidentally got activated its energies interacted with that of Ororo and Magneto, and when the dust settled there were those three that are in the other medi bay and these 4." The Beast opened a set of doors to reveal 4 stasis pods what the revealed surprised professor x inside the first pod was an elder version of Kurt Wagner A.K.A Nightcrawler he looked around 18 years old his hair was cut shorter but it was definitely Nightcrawler the next to pods shocked Xavier they were two teenaged versions of storm one looked to be around fourteen to fifteen years of age the other was probably around 16-17 years of age but in the last status pod was a teenage version of Magneto…

"Hank what does this mean?"

"It seems that the chronal engine in conjunction with the electromagnetic energies of storm and Magneto caused a chronal burst…I had to check the theory with doctor Richards in new York and he confirmed it the occupants of theses stasis tubes are chronal variants…brought into existence by the chronal drive"

"Are they?"

"They're alive all right."

"How did storm take it?"

"She was shocked to see someone with her face but she's okay we plan to wake them up soon… "

Suddenly they were interrupted by a scream the Beast rushed out to find Kitty Pryde dazed and on the ground and Cyclops being choked to death by Sabertooth and it was not the one in the stasis tube

**End of part two**

* * *


	3. The Acolytes want to play!

**X-MEN EVOLUTION: RISE OF ODESSA**

By Deathsheadx

(( )) telepathic speech

_**PART 3: The Acolytes want to play**_

The scene that greeted Xavier was from his worst nightmare Xavier the institute had been breached by magnetos acolytes and Sabertooth was choking Cyclops to death. Xavier sent out a psi bolt at Sabertooth only it had little effect…"that should have put him out!" gasped Xavier

"That the best you got chuckles?" Grinned Sabertooth "well now its my turn!" he went to break Cyclops's neck but at the last moment the beast jumped forward smashing into Sabertooth making him let go of Cyclops

As the beast tackled Sabertooth Xavier checked to see if Cyclops was okay. "Scott what happened?" He asked.

Cyclops shook himself out of his stupor and looked round "I came to check out the new arrivals when a mist appeared and from it materialised the acolytes who attacked…knocking out kitty… hank down!" Yelled Cyclops as he unleashed a powerful optic blast which sent Sabertooth smashing into a wall

Xavier grimaced and closed his eyes and concentrated "someone has shielded his mind I don't know what the acolytes mission is…" _((xmen report in!)) _he called out telepathicly

_((There are about 7 acolytes))_ came jeans telepathic reply ((_Evan and I are getting the youngest new mutants to safety!))_

_I recognise Gambit, colossus, and Pyro. Sabertooth is missing_ came storms thoughts

_((Sabertooth is in the medibay. Any idea who the new acolytes are?))_

_((No idea professor!)) came jeans telepathic reply_

_((Okay then do what you can!))_ He turned to the beast and Cyclops "We need to secure Sabertooth… kitty go help the others…"

Storm gestured and the wind picked up throwing a young black teenaged girl through a window

"Chargill! Damn you flatscan lover! Feel the wrath of Unus the untouchable!" Said a man dressed in red rushing towards storm

"Will you shut up big brother?" Roared a brunette girl of 15, "frenzy can take care of herself and besides you have no offensive powers! All you can do is stand there look pretty and not get hurt"

Suddenly rogue flew down and grabbed Unus "thanks for that sugah! now I know that your bro has no other tricks up his sleeve!" She said as she flew out the mansion with Unus in hand swung round and round picking up momentum and flung him out to sea

"Unus! You'll pay for that bitch!" Screamed uniscocie She generated a force field and reshaped it into a fist and slammed it into rogue

Rogue gasped the whole area around her had been flattened yet she was unscratched "What the hell has happened to me?" She floated in the air and flew towards unuscocise and threw a punch it hit the girl's force field but sent the girl flying back a couple hundred feet. "Oh wow! I'm like wonder woman!" She flew forward and pounded on unuscocise's force field until it collapsed "Alright! This is way cool!" She looked round to see kitty in trouble as colossus and Pyro were cornering her. "Hey kitty! Heads up, colossus is mines!" She smashed into him and started trading blows

Nightcrawler was fighting gambit "I don't get you! Why work for scum like magneto!"

"Remy has no choice in the matter he brought off my papa's debt and so remy has to work for him whether remy wants to or not!"

"Surely there must be a way to break free!"

"Remy working on a way that I can get me and Piotr out".

"Colossus? What's colossus got to do with this?"

"Magneto has his sister hidden away it's the only reason he's working for him"

"Why are you telling me all this?"

"Who do you think told Xavier about the chronal drive…tell Xavier this attack has nothing to do with magneto…"

"Wha?"

"Magneto has a new disciple a mutant named exodus he's the one who launched this attack… anyway sorry I'm going to knock you out now…" with that gambit struck Nightcrawler hard enough to knock him out…

Suddenly the mist appeared again it formed a woman "magneto has called the acolytes back prepare for retrieval… where's Sabertooth?"

"He went to the lower levels," said Pyro fending off an enraged kitty Pryde…

"He'll have to fend for himself!"

"No." came an ominous voice "that will not do… well played xmen you have shown why you a worthy opponents... Voight find and retrieve Sabertooth! I will take the others…"

"As you command." said the woman turning into mist and vanishing

6 metal spheres landed and opened up… Pyro, gambit, colossus, unusciocie, a wet Unus, and frenzy climbed into a sphere and it levitated away

"Storm should we go after them?"

"No rogue lets just make sure we're all okay…"

The lower levels of the institute

Sabertooth was shackled when the mist materialised before him forming it self into Voight. "Voight get me out of here!" He snapped

"Did you complete the primary mission? To find and exterminate our lord magneto's impostor?"

"No such luck it turned out Cyclops and pryde wern't the only xmen down there the beast and Xavier himself were there as well the subdued me before I could deal with the clone… "

"Well let's get you out of those shackles and back to base—" Voight suddenly stiffened…"hello Charles."

"Hello Amelia. what's it been 11 years since you left me?" Said professor x

"That sounds about right…"

"I see you've joined magneto…"

"What did you expect Charles, I told you I couldn't live your dream cause that's all it is... a pipe dream…magneto is a realist Charles he' sees the world for what it is and I cant stand by and let that happen…"

"I see you have made up your mind Amelia…" said professor x a hint of sadness in his eyes… "go. And take Sabertooth with you and remind magneto when you see him he broke his promise…"

"His promise?"

"He'll understand." said Xavier sadly as Voight and Sabertooth vanished, Xavier sighed and shed a tear…

" mannnnnn is it always like this?" said jay Guthrie

"No usually the institute isn't attacked its location is kept a secret from most organisations" said Jean grey

"Yes Jean grey is correct however with a rapidly increasing student body and threats becoming more apparent the will be some changes in the way the institute is run…."

"Professor…" said Kurt "I nearly forgot the attack wasn't instigated by magneto."

"Really Kurt?"

"The informant told me two things… that the attack was instigated by magneto's newest disciple exodus and the reason that colossus works for magneto is magneto's holding his sister at an undisclosed location…"

Professor x nodded "well then that changes a few things… now then the other thing that will be changing is i've called in a few favours and I'm upgrading the schools defences so we wont be caught unaware like this ever again…"

Just then the screen on the wall lit up "professor! Professor its hank we've got a problem… our patients… they're waking up!"

"Xmen follow me!" he said hurriedly the xmen rushed to the medi-bay to be greeted by the sight of the beast being chucked out of the lab and Sabertooth rushing forward

"Your dead McCoy I wont let you experiment on Charles!"

_((Please… calm yourself))_)said Xavier telepathically

"Get out of my head!" roared Sabertooth…

"Mr creed! Stop!" said a voice… as a light purple skinned girl came out carrying a little boy

"Clarence?" Said Sabertooth calming down drastically

"Mr creed where are we? Last thing I remember is the bombs dropping…"

"I..I remember it too! Clarence shouldn't we be dead?"

Suddenly the little boy stirred and looked round and his eyes set on rogue "mommy! you look young!"

"Did…did that kid just call me mom?" said rogue her face pale…

"Well genetically he is your son." muttered the beast

"This is so weird…" muttered Clarence "where are we?"

"Hello Clarence I'm Charles Xavier… your in the Xavier institute, my home"

"Then we succeeded in putting everything right!"

"This will have to wait!" said the beast as a tremendous burst of wind swept through the medibay

"What just happened?" snapped Jean.

"One of the Ororo doubles must have awoken"

Storm stood up let me handle this she walked into the medi bay trying her best to dispel the raging storm before her… "please! Stop this at once! You'll hurt the children!"

"Who are you and what are you doing with my face!" Came a scream from the whirlwind in the center of the medi bay

"My name is Ororo Do you know who you are?"

"I'm Ororo! Me! Not you! Not her! Me!" came a roar

"What do you remember?" asked ororo

"It's a little fuzzy I remember fighting magneto over the chronal drive… wait that doesn't feel right I remember it but its like I didn't experience it I see you! But I'm Ororo! Not you! I remember kissing quicksilver goodbye as the bombs dropped…what bombs! This makes no sense…" the storm died down and Ororo found herself facing a sobbing version of herself

"Is it safe to come out?" said a voice everyone turned to see the other doppelgangers tumble out of the cupboard

Xavier wheeled himself forward approaching the others "I'm professor x most of you are what is called chronal duplicates of the originals"

"Ve're fakes?" Said the elder Nightcrawler

"No, no... Hank can you explain this?"

"As you wish professor… according to reed Richards the chronal wave drew what basically amounts to essence from each of the originals and created all of you."

"We're clones?" Said the young magneto

"In your case as well as this Nightcrawler and the two Ororo duplicates yes"

"What about us?" said Clarence…

"You three show signs of being from a different space-time continuum."

"Wha?"

"You're from an alternate reality most likely drawn into this reality by the chronal wave…"

"Well that chronal wave saved our lives…" muttered Sabertooth…

The teen Ororo stood up wiping the tears from her eyes "what now professor."

"Well I wish to test you all find out what the wave did what your mental states are… is that okay? "

"Knock yourself out professor" sighed the teen ororo

"Very well Jean get some basic training uniforms for our guests Ororo, make that adult Ororo come with me and help me set up the dangeroom…"

A few minutes later. "do you want to tell me what's bothering you?" Said Xavier

"The elder of the two Ororo's I couldn't stop her generated storm"

"She was distraught it gave her a boost, it happens."

"No professor, not like this it doesn't. I know my limits, I've versed a doppelganger before remember when we got trapped in that mirrorworld?"

"I remember…"

"Professor I don't know how but that girl is more powerful than me and her control is so rigid so strong it beggars belief…and when I looked into the maelstrom for the briefest of moments her body turned into pure energy but only a second"

"What are you saying Ororo…"

"I'm saying this time she was scared if she got angry and unleashed her powers she could probably destroy the state of New York In minutes…"

**End of part 3**

* * *

_Coming up: say hello to Odessa! _

_oh and can i have a review? pretty please?_


	4. Say hello to Odessa!

_who do i have to kill to get a review?_

**X-MEN EVOLUTION: RISE OF ODESSA**

By Deathsheadx 

**_PART 4: Saying hello to Odessa_**

Asteroid M

Magneto walked along the corridor of his secret base "I am disappointed in you exodus."

"My lord?"

"What gave you the right to attack Xavier in his home?"

"My lord I thought…"

"There is a reason I have never attacked the institute a promise I made long ago to Xavier I promised to leave the institute alone off the grounds of the institute Xavier and his xmen are fair game but on the institute mutants were to be safe and you made it look like I broke that promise… exodus a mans word is his bond…"

"Forgive me my lord! I was foolish I sought to eliminate your doppelganger before Xavier could turn it into a weapon to use against you…"

"You are forgiven exodus your heart was in the right place… now go and oversee the training of the others…"

"As you command my lord"

-------

Professor x sat with the young magneto double "so you remember everything?"

"Yes I remember everything but its all like a second hand memory its like its not mines the only thing I remember as if I experienced it my self is the holocaust…"

"How do you feel about it all…"

"It makes me sick to my stomach professor seeing what the adult me has done, what he has become he is no better than Hitler! And yet I understand him I see his point on so many things…but I feel he has gone too far… he needs to be stopped." Sighed the magneto double

Professor x nodded "I agree…now have you thought of a new name?"

The young magneto nodded "I've chosen the name Joseph it was the name of an uncle of mines… I have to make amends for what my evil self has done but I'm afraid that if I try to right the wrongs he has done as well as try to ensure mutant kind isn't slaughtered I will fall into the same traps he did."

"Ah yes the old adage the road to hell is paved with good intentions. The trick is to take a different path…"

Joseph nodded "thank you professor. What of Charles, Clarence and Mr creed what's happening with them?"

"Its not going to well I'm afraid rogue is avoiding Charles like the plague and Charles knows it.."

"I'll talk to her professor in a way Charles is my son I have wisps of another magnetos memories and he's in them…"

"Hmmmm," said Xavier thoughtfully "That actually correlates with what Olivia and Michael have told me."

"Olivia? Michael?"

"The new names for the younger of the two Ororo duplicates and the Nightcrawler duplicate…"

"What about the elder of the Ororos'"

"She…presents a problem she is to put it frankly very antisocial she not happy about the fact that she's a duplicate in fact she's scheduled to have a session with me in a minute… "

---------

An A.I.M base.

Wolverine jumped from an upper balcony claws extended and slashed two aim guards he turned to see more guards racing towards him come and get it boys said Wolverine grinning he got into an attacking stance and waited for the guards to reach him suddenly the floor exploded and Colonel Nick Fury junior burst through. He was wearing a jet Pac and opened fire on the A.I.M agents

"Wolverine! Snake Eyes and Spirit needs help in section b!"

"On it junior!"

"Don't call me that old timer!"

"Okay kid!" Said Wolverine smirking as he made his way towards section b

Agent dayspring and the black widow blew up the main doors to the theta room and was greeted by the sight of 50 A.I.M guards with guns trained on them they opened fire and agent dayspring grinned he raised a palm and the beams bent back and struck the guards.

"Neat trick dayspring!"

"I aim to please Natasha now then lets get the teleportation disks attached to the accelerator… "

"I don't think so cable came a snarl"

Agent dayspring grimaced "M.O.D.O.K." He said turning slowly. a huge floating head floated towards him well actually it was a man with a huge head his other limbs were shrunken and useless he was also armed to the teeth

"You didn't think I'd forget did you cable your team six-pack destroyed all my precious work!"

"It would kill half the world's population you had to be stopped "

"Well then we have a score to settle!" M.O.D.O.K fired a massive telepathic attack

Agent dayspring dived in front of the black widow and took the attack head on… "arrrrrrghhhhh Natasha! Take the disks finish the mission! I've got this bitch!"

Black widow nodded and attached the disks to the accelerator and activated the teleporter, there was a flash and both she and the accelerator was gone

"Its just you and me M.O.D.O.K" said agent dayspring pulling out a device that extended into a staff with a glowing blade at one end "Lets do this!" roared agent dayspring

"YES! lets finish what started ten years ago!" Roared M.O.D.O.K

In section b snake eyes and spirit were severely outnumbered by heavy armed A.I.M agents when Wolverine arrived on the scene riding an A.I.M transport he jumped off and dived into the thick of things helping to elevate the pressure on the two G.I-Joe soldiers…"thanks for that" said spirit "we got into a spot of bother this is A.I.M's clone lab."

"No problem spirit. Silent master I'll clear a path, you have to download the mainframe and destroy the array, before they have enough time to make the connection to a remote satellite and transmit their research to another location!" Snake eyes nodded and Wolverine launched himself at the cloned guards before his attacks had been to incapacitate but this time his attacks were to kill and Wolverine was pretty good at killing snake eyes made it to the mainframe and downloaded the mainframe to the shield supplied hard drive. He signalled to Wolverine and spirit to get down as he then blew up the array…

"Okay lets make tracks we have one part of what we came for! Now we need to get the rest!" said spirit

"This is fury! Hawkeye and I are fighting the A.I.M captain America clone! She's too much for us! "

Wolverine looked at snake eyes who nodded and passed the hard drive to spirit "get to the ship the primary mission is completed if we don't make it out return to HQ without us!" And with that Wolverine and snake eyes rushed towards Nick Fury Jr's location…

Nicolas Fury the second, known as Nick Fury Jr went flying into a wall the A.I.M prototype super trooper a clone of Captain America had stopped them form removing the cloned embryos that A.I.M had growing in the lab Hawkeye was trying every trick in the book to put her down but she was just too good. suddenly Wolverine and Snake Eyes rushed in snake eyes drew his katana's and Wolverine unsheathed his claws "okay darling lets do this!" snarled Wolverine. But before they could attack a spear burst through her chest and she collapsed to the ground unconscious as agent dayspring walked out of the smoke holding his psimitar his robotic arm was all twisted and warped

"Wow… that was kinda…anticlimactic." muttered Hawkeye

"What happened to M.O.D.O.K?" Asked fury Jr

"I rendered him a vegetable I would have killed him but I sensed you and Hawkeye in trouble and made my way here to help… so what happens now?" said agent dayspring lifting up the clone of Captain America

"The reactor goes critical in 11 minutes the resulting explosion will eradicate this place…" said Fury Jr

"Then lets get the hell out of here Hawkeye snap the disks on the birthing matrix and lets go!" Snapped Wolverine

"No can do just yet Logan! We've gotta attach the birthing matrix to an alternate power source prior to teleporting or the embryo's in that chamber are dead!" said Hawkeye… "there! Its connected lets move!" There was a flash of light and they were gone…

--------

"Come in." said Xavier as the teen Ororo walked in and sat down grumpily "are you okay?"

"I'm fine." she replied "why am I here?"

"Well you've been out of sorts since your awakening you refuse to choose a new name…"

"Is that what this is? I don't fit in so you're taking me to task?"

"No it's not like that I just want to know what's bothering you."

"I'll tell you what's bothering me! I have no future!" snapped the teen Ororo

"What do you mean?"

"I mean I won't grow up to become storm of the xmen I'm a mistake a copy of the original and that's all I'll be known as!"

"You can be your own person!"

"Maybe…did you know I remember 4 different lives none of them are me…"

"What do you mean?"

"I remember the world Mr creed and Clarence came form I also remember a world where the xmen work with shield… I remember a world where mutants were put in camps just as magneto feared the were being wiped out… I remember them and then I realise with out those memories I would be a blank slate a vegetable and that upsets me. Do you know what its like to walk around and feel that every waking moment is a lie that everything you know every memory you have belongs to someone else?"

"You're looking at this the wrong way the past is the past its what you do in the future will define who you are and as for the memories not being yours, feeling like a fraud you should talk to rogue she goes through this every time she absorbs somebody…"

"Maybe I should…"

"Now about that name…" said Xavier.

"Oh all right…fine!" groaned the teen Ororo… "If you must know I've picked the name Odessa"

"It's a pretty name Odessa…"

Odessa nodded and walked out of the professors study

--------

Rogue was sitting by the swimming pool when a shadow was cast over her she turned round "Oh its you magneto." she said softly

"The names Joseph not magneto."

"Joseph? That's your new name?"

"Yep I renamed myself after my dead uncle…"

"Ohhhh." rogue looked away "what do you want Joseph?"

"I want to know why."

"Why what?"

"Why you are avoiding Charles?"

"That's none of your business!"

"Maybe, maybe not but it doesn't change the fact your avoiding him."

"And what if ah am?"

"Can't you see what you doing to him? You're his mother!"

"He's not mah son!" Screamed rogue throwing a punch at Joseph, which he blocked with a force field…

"Yes he is and you know it. He's the child of an alternate a version of you, that loved him greatly. Yes you didn't give birth to him, but you're the closest thing to a mother he has now… his world is dead the last thing he remembers is being in his mother and fathers arms as the world ended it doesn't matter to him that your from a different reality to him… all that matters is he has his mother back and your denying him that."

"I don't want to I…I…" Rogues face twisted into an expression of absolute despair "Don't you see! every time ah see him, every time ah hear his giggle, ah just wanna take him in my arms and hold him close! But I'm afraid of having him taken away from me again!"

"Again?" said joseph in confusion "My god." He said with sudden realisation "You have her memories don't you. You have his mother's memories!"

"Yes ah have them! At first they were just wisps but the more time I spend near Charles the stronger they become I don't want to lose who I am Joseph! I see him and I remember how it felt to feel him kick inside me…I'm not even 18 and I remember giving birth and nurturing a child!"

"Don't you see? Rogue, running is tearing you both apart." Said Joseph "you have to see the professor, maybe he can reconcile the two halves."

"Ah don't know what if Ah come out of it a different person?"

"It's a risk Rogue. You will most likely be changed by the experience but its all part of growing up.truthfully its up to you. You can run from it and let it tear two people apart, or you can attempt to guide the change… "

"Okay I'll do it." Said rogue looking towards the mansion… she walked inside resolutely and knocked on the professor's door.

A few hours later…

Mr creed, Clarence and Charles were in the kitchen eating banana and raspberry pancakes whipped up by The Beast when the door opened and Rogue entered Mr creed looked at her warily… "What do you want?" He snapped

"Ah wish to speak to Charles." Said Rogue

Mr creed looked at rogue thoughtfully then shrugged "Okay go ahead."

Rogue nodded "hello Charles." she said softly

"Hello mommy!"

"Charles how much do you understand about how you got here?"

"I know this is a better place than where the bad man ruled…" said Charles

"Do you understand that in a way ah'm not your mommy? Ah'm this better places version of your mommy?"

"I know… Clarence explained it to me… you're like Jamie!"

"Like Jamie?"

"Yeah! He can...he can double himself!"

"Yes ah'm like that only ah'm slightly different. Ah'm sorry for avoiding you Charles ah had to figure something's out but thanks to the professor, the nice man who has your name, its sorted and ah know ah haven't been behaving like a mommy should and ah'd just like to know if you'll give me another chance to be your mommy…"

Charles ran and jumped into rogue's arms…"of course mommy!"

**End of part 4**

* * *

_next: Friction and decisions!_

_please, if you enjoyed this story so far, leave a review!_


	5. Friction and Decisions

**_X-MEN EVOLUTION: RISE OF ODESSA_**

By Deathsheadx

**PART 5: friction and decisions**

_((telepathic speach))_

Odessa lay in bed twisting and turning as she drifted off into sleep suddenly she was old what was she doing? She remembered now she was helping guard Kitty Pryde while she attempts to change the past suddenly she was under attack… Sentinels! She flew up into the air and fired on one Sentinel disabling it but then another Sentinel fired a spear, which impaled her she fell to the ground her life ebbing away, and then Odessa woke up

"Damn! Not again." she said angrily she hated that dream… she jumped out of her bed and stretched and threw off her nightgown she admired her naked body and then she opened her window and flew into the sky… she made a small shower which she used to cleanse herself and flew back to the mansion she looked through the clothes she had been donated and sighed these girls had no taste. She pulled on a bell bottom jeans and a tight t-shirt and made her way down to the breakfast table…

"Good morning Odessa!" said Michael Wagner the elder duplicate of Nightcrawler.

"Morning Mike how was Kurt's first fencing lesson?"

"He is useless," sighed Michael "it's going to take a lot of work…"

"Don't I know it! I don't understand this version of the xmen, sure their teens but most of them have no drive!" sighed Odessa

"It's all about boy's, girl's, school, and grades," groaned Michael

Odessa sighed "I know its hard to believe when there's stuff like hydra and cobra out there along with the Sentinels and magneto… the sad thing is as much as magneto's the bad guy he's right."

Michael nodded "well I'm off for a morning jog after breakfast you want to come?"

"Sure that would be fine!" She sat down at the table and had some cereal and a grapefruit… suddenly she noticed bobby staring at her but not at her face then she realised what he was staring at. She gestured with a hand and caused a gust of wind to tip his chair open

"What did you do that for Odessa?" asked Cyclops

"Iceboy was being rude."

"How?"

"He was staring at my chest…"

Cyclops looked at the chest in question "Ohhhhh!" he said blushing as he looked away slightly embarrassed

"Maybe you should wear a bra." said Jean…"it gives off the wrong impression."

"Yeah like your nipples are showing through that thin top you don't want to give boys ideas," said Kitty

Odessa looked at Kitty "do you _like_, have to repeat everything she says and in such an annoying way?" She said in a perfect mimicry of Kitty

"Hey what's your problem! I was only giving you some friendly advice!"

"Well I don't need it." said Odessa as she got up and walked away

------

"Its amazing." Muttered the beast as he watched Rogue play with Charles lenshurr

"What is hank?" said Charles Xavier watching the scene before him "it's a know president that there is a certain level of immunity among families"

"That's just it Charles…Charles Jr in there isn't immune to Rogue's power"

"What?"

"Rogue's absorbsion power has somehow been turned off! I know because I saw her take the plate of pancakes from Kurt bare handed in the normal ruckus at the breakfast and the hub-bub with Odessa nobody noticed…"

"How can this be?"

"I would say it's a subconscious thing she doesn't want to hurt her son and so she turned off her power… if we can discern how she subconsciously did it we may be able to teach her how to do it consciously" muttered The Beast thoughtfully

Professor x nodded and watched as Joseph sat down next to Rogue and chatted away while playing with Charles…

------

Odessa raced beside Michael "so tell me how are you adjusting?"

"You mean to being here? Its okay I'm a little frustrated with some things Cyclops is a pain in this reality," replied Michael

"Tell me about it!" groaned Odessa "and Jean is worse she's the ultimate horror the most popular girl in school with a dark mutie secret!"

"Ouch I think I can visualise what you mean…it must of killed her to lose her social position when outed…"

"Yeah well she's taken to applying her social order to the kids at the institute. You've seen how Amara, Kitty and now Sam's sisters follow her she's like the queen…"

"You're really irritated by Jean aren't you?" said Michael softly

"Yes! She's just sooooo petty!" ranted Odessa.

"Oh well that's the beauty of this world!" said Michael with a smile "its so innocent it allows them to have the time to behave in such a way…"

"But that's just it Michael! They don't have time I can see the signs this world is heading towards catastrophe"

"Man that's a downer, maybe we should do something about it?"

"On our own we cant stop the tide and the xmen wont take the steps needed to give us a shot at surviving…"

------

Wolverine arrived home from his mission with shield it would be a while till shield was ready to use the theta accelerator cannon on Steve and fury promised to notify him the moment the did he sighed as his thoughts drifted back to the good old days back when the invaders were together as he turned into the driveway of the Xavier institute the hairs on the back of his neck bristled…"Creed!" He snarled as he put the pedal to the metal he arrived at the front doors to the institute and rushed in his claws unsheathed and then he saw it victor Creed was walking through the institute lobby towards him only he looked different somehow, less feral…

"Sabertooooth!" he roared his claws extended

Mr Creed dodged the initial attack and snarled "Logan you got it all wrong! I'm not who you think I am!"

"I think you're a mass murdering sonovabitch!" Roared Wolverine

"Well you got me there but this isn't what you think!"

"Yeah righttttt. I'm taking you down before you hurt the kids!" Suddenly Wolverine was hit by a strange energy and the next minute he was outside falling from a height of 200 feet "what the flaming heck is going on?" he suddenly found himself unable to move.

"Logan calm down!" Said Joseph as he flew out of the mansion towards Wolverine

"What the hell is going on and since when did you get so young magneto?"

_((Because he's not the magneto you know Logan nor is the man you attacked the Creed you know.))_ Came Xavier's telepathic call _((come inside and I'll explain…))_

------

"An alternate reality? A chronal drive overload! Chronal duplicates? I go away for a two weeks and return to find a madhouse!" Said Wolverine. Wolverine turned to the version of sabertooth before him "so…Mr Creed you're a good guy hmm?"

Mr Creed nodded "in my reality I fought the good fight we won but we lost. We defeated apocalypse and sent the time traveller Bishop through the timestream to stop apocalypse from ever regaining power but well me blink and little Charles are the only survivors…"

"Well then Mr Creed I admit that I don't trust you yet, too much bad blood between me and sabertooth but I'm willing to give you a chance…"

"That's all I ask for." said Mr Creed

Odessa sat in the institute study room at a computer terminal she started to type in search criteria first she typed in Sebastian Shaw and watched as Shaw enterprises came up on screen… "Now then I wonder if the Hellfire club exists here?" she muttered to herself. "Oh yeah! I know someone who would know!" she typed in a web address and typed in a password she quickly entered in a search for files on the Hellfire club and frowned

_Well that's different it seems that professor x is the former white king of the Hellfire club…Bruce Wayne is the white knight of the Hellfire club Emma frost is the current white queen…. Shaw is the black king…_she thought to herself "oh no way in hell are you going to spike my system!" said Odessa quickly deactivating the incoming spike… "What do you take me for? I know S.H.I.E.L.D inside and out! Well maybe not this version of S.H.I.E.L.D but my version is awfully similar! The codes are quite close it's easy to crack… hmm lets check other problems…lets check out Trask's Sentinel project…"

"Hey Odessa what are you doing?" asked Kitty Pryde. Interrupting Odessa's work

"Hacking into shields mainframe." Said Odessa as she read up more data on the world she lived in

"Are you crazy?" Said Jean storming over "that's illegal!"

"To you maybe but to me I remember being a shield agent its perfectly legal to me I needed information shield had it…"

"You just can't go breaking into government files! Turn it off!"

"No."

"Odessa! Stop being so stubborn! There are rules in this institute and hacking into systems without permission is forbidden and its illegal to boot so you've got to turn it off!"

"I don't have to do nothing and another thing who made you the boss of me?"

Jean sighed and the computer shorted out.

"What did you do that for!" shrieked Odessa

"I asked you to turn it off." Said Jean firmly.

"ASK! Ask?" shrieked Odessa her eyes glowing violently and electricity arcing off her body. "You demanded not asked! You are not my mother! You are not my boss and the next time you stick your nose where it doesn't belong I'll cut it off you got that missy?"

"Must your answer to everything be a threat?" Snapped Jean

"If the shoe fits! Now get out of my way…" said Odessa shoving past jean

------

Michael walked down the street deep in thought. He had to leave. He couldn't stay at the institute anymore. Because of one person…

Kurt.

It wasn't like Odessa's problems with storm, it was just Kurt had something that Michael didn't he had Amanda's love and every time he saw Kurt he was reminded of that fact. And he didn't want to hate Kurt so he needed to get away from him he needed to clear his head get his priorities straight. Just then he heard a familiar voice swearing and cursing. He looked in the direction of the cursing and swearing and his suspicion was confirmed it was Odessa. He walked over to her

Odessa saw Michael approach and relaxed he wasn't like the others he was like her, out of sorts, not much of an xman player… "Hi Mike." She said with a sigh of frustration.

"Odessa vhats up?"

"Oh just Jean…"

"You and Jean REALLY don't get on do you!"

"She just cant mind her own business she thinks she has to be every ones mother"

"What started of your latest argument…"

"Don't want to talk about it Mike…so what are you doing out here all by yourself?"

"Just thinking about the future."

"Ohhh. What do you mean?"

"I'm thinking of leaving the institute and striking off on my own"

"Great minds DO think alike!" said Odessa grinning

"You? You're thinking of quitting as well?"

"I'm not quitting as I'm not part of Xavier's zombies…. "

"You really have a mad on for Xavier and co don't you?"

"Mike…they're fools…"

"For believing in Xavier's dream"

"No not that there insular Xavier has breed an isolationist attitude into them. They hide in the mansion doing their training with little experience in the harsh reality. They only come out to deal with magneto or the brotherhood. What lies around the corner is going to destroy them…"

"What do you mean?"

"Michael I've the experience of 4 alternate storms plus the storm of this reality… almost every one of them followed Xavier's dream and met horrible ends I know of the age of apocalypse the coming of the Sentinels, the legacy virus and the hounds… in each of those realities I've seen the xmen crushed because the weren't ready they hadn't trained enough, hadn't built a support network strong enough to fight back…in one reality 16 million mutants died in one day killed by Sentinels the xmen couldn't handle it."

"So what are you saying?"

"I'm saying the xmen are weak. They are holding onto Xavier's dreams so tightly they don't see the bigger picture…"

"You know what… your right." said Michael thoughtfully. "I mean the xmen should be more proactive…but they wont…I say lets go we travel around find ourselves someplace to set up camp and do what the xmen seem unable to do…."

"You wait outside of Bayville I'll go say goodbye for us…"

**End of part 5**

* * *

_Next up: saying goodbye_


	6. Leaving the nest

**X-MEN EVOLUTION: RISE OF ODESSA**

An alternate universe xmen evolution fic

By Deathsheadx

**AUTHORS NOTES**.

**AgentG:** thanks for the review. It's exactly what I wanted. You may not of liked it but at least you gave it a try.

However I have a slight rebuttal.

While it is a good idea to denote that Rise of Odessa is AU, technically isn't all the fiction posted in this category AU?

Also Wanda was out of character on purpose as indicated in chapter 2 Wanda's mind was tampered with. She didn't remember the asylum or her hate for magneto. With out those two major factors it would be easy to surmise that her personality would change. That's why she seemed to make friends with Tabitha so easy. Maybe I should have clarified that at the start but I thought that it was self-explanatory. Oh well

Thirdly since this is the xmen evolution universe not the comic universe and things are different I saw nothing wrong with making Elisabeth Guthrie a mutant as she's never appeared in the cartoon and there is a precedence of things in the cartoon being different than the comics. Ororo having a sister, storm being an adult while Scott and Jean are kids, toad not being Mortimer tonybee…

What I definitely agree on is the story is a little too busy so I am going to try and focus on only two plot lines in future.

**Wintersoldier1:** I asked for Agent-G to review I asked him to be honest and that's what I got it may not be singing praises but its an honest review. I'm also glad you like my stuff

**Cyclona: **in hindsight maybe including GI Joe was a bad idea but I wanted to include them even in passing as I was a fan of the devil's due series. It actually got me into gi Joe. And as for the universe it's a joint marvel/DC? Universe with the ? Being revealed at a later stage.

**Band20: **thanks for the review and in hindsight I agree that the first chapters are a bit cluttered. In the later chapters I've tried to slim down the plots and make the story more focused. After I finish the final chapters I may go back to the first chapters and give them a light rewrite. Out of interest, despite the cluttered initial chapters was there anything you liked about the story?

**PART 6: leaving the nest**

The danger room.

Kitty Pryde manoeuvred through the obstacles with her team, which consisted of Olivia, Nightcrawler and Spyke…

"Okay we're doing great!" said Spyke he dodged a stinger sphere when suddenly a wall of ice shot up in front of him "whaaaaaa?" He gasped. Suddenly he was pelted with shards of ice…

"Oh no Iceman's got Spyke!" yelled Kitty

"I'm on it!" said Nightcrawler teleporting to Iceman's location to take him out but as he did he was confronted by Rogue instead of iceman she reached out lightning fast and grabbed him bare handed and Kurt was out like a light

"What?" snapped kitty in surprise "then where's iceman?"

"Right here Kitty!" said bobby drake as he hit Kitty with a surprise ice shower she wasn't phased so she was knocked off her feet…

Olivia unleashed a lightning bolt that sent iceman flying "okay who else wants some!" She cried out

In the observation tower Xavier, Cyclops, and the rest of the senior members of the institute watched the battle unfolding before him. "So what do you think professor?" Said Cyclops

"Rogues new level of power is amazing…" said Xavier

"Yes it seems that the chronal wave basically imprinted her DNA with that of her AOA counterpart." Said the Beast "isn't that right Mr Creed?"

Mr creed nodded. "Super-strength, flight, near invulnerability couple that with her absorption abilities she's the whole damn show."

"My bets on Kitty's team still pulling out the win." said Wolverine

"No way." said Cyclops

"Trust me." Said Wolverine smiling. "Olivia shows the same level of control as Storm and that could mean her team could still win this!"

"Well its over." said Jean "look Blink's right on top of her!"

"I wouldn't be too sure…" said Wolverine "look!" just as Blink went for the attack Olivia surrounded herself with a whirlwind….

"Whoa? How did she?" Asked Jean

"Its obvious." said Wolverine "if the kid's anything like Storm then she's attuned to air currents which meant she felt blink long before blink made her move…"

Just then there was a beep… "What's this?" said Cyclops "someone has entered the danger room… who I have no idea? Wait I got it its Odessa…"

"What's she up too?" Said Jean…

"This is sooo boring!" said Odessa grinning as she flew towards the battle.

Olivia stopped her whirlwind and turned to Odessa… "Sis what are you doing this is supposed to be a training session!"

"Olivia baby this stuff is so beginners level lets spice it up" said Odessa with a smirk

"What'ur talking about said Rogue."

"8 on one."

"What?"

"You heard me 8 of you against me…"

"No way we'll cream you!" shouted Iceman

"I don't think so…" said Odessa grinning

"Heck I'm all for it!" said Spyke "what about you Kitty?"

"I don't know Evan…"

Cyclops chose that moment to speak "Odessa this is not on you cant just interrupt a training session and—"

"Put a sock in it summers!" snapped Odessa

"That's it I'm ending the session…" snapped Cyclops

"No don't." said Wolverine "Odessa has something to prove Jean, Cyclops get down there and join the others… students your mission is to beat Odessa you have to take her down or capture her …"

"Fine by me." said Odessa.

Ororo looked at what amounted to her little sister she was worried Odessa was a wild card and had shown herself to be stronger than Ororo but she was sure this time she had bitten off more than she could chew

Wolverine noticed the expression on Ororo's face and smiled at her "don't worry ro, all that'll get bruised is her pride xmen… begin!"

Cyclops nodded "rogue! Jean! Olivia! Go high!" The trio flew into the air Odessa flew back and threw a few lightning bolts which they easily dodged

"Is that the best you can do sugah?" Said rogue

"Never bait me _darling_ you'll lose." said Odessa she raised her hands and generated a focused blast of wind, which pushed the trio back…

"Spyke, iceman, provide the fliers with some cover fire!" Snapped Cyclops as he fired off a few optic blasts spyke fired off some spikes and iceman fired off some ice spikes

"Lets not," said Odessa as suddenly it started raining large hailstones

"Evasive manoeuvres!" Yelled Cyclops

"Now!" yelled Jean as she grabbed Odessa in a telekinetic hold Olivia generated a small whirlwind around Odessa

"Ahhhhhhhhh!" Screamed Odessa as she was flung around by the whirlwind

"You give up?" said Jean, "just admit that you got to cocky and we can end this."

In the observation deck Ororo frowned "that was a very bad move."

"What do you mean?" said the Beast

"Jean just did the one thing that's sure to rile Odessa up."

"Me give up?" came Odessa's voice from the whirlwind "me yield to you? Miss preppy? Miss perfect? Get over yourself babe!"

Olivia suddenly let out a gasp my whirlwind "I've lost control of it!"

The whirlwind dissipated and Odessa floated before the trio "My turn." she said her eyes glowing she raised her hands and three tornados formed in the dangeroom and headed straight for the trio of fliers

Blink teleported into the air above Odessa but was instantly struck by a mild lightning bolt…

"How did she do that?" Gasped Mr creed

Logan whistled, "Did you see what I saw? I just saw her accurately strike an opponent without looking!"

"While controlling the tornados and the hailstones!" said Ororo "…that is very fine control something I'm still mastering!"

"Kurt teleport up there to distract her!" Said Cyclops

"Are you crazy? She'll fry me without even looking!"

Olivia screamed in rage as hard as she tried she couldn't disrupt Odessa's stranglehold on the weather in the danger room she shot forward full speed cannoning into Odessa who was winded and lost control causing her multiple attacks to dissipate and Odessa to hit the ground

"All right!" yelled Cyclops "xmen attack!" The xmen surged forward but just as they were about to strike Odessa grinned

"Suckers!" She laughed there was an explosion of gale force winds and Odessa was on her feet "now I have you!" she suddenly unleashed a wave of electro magnetic energy

"Oh my stars and garters! That's new!" Said the beast…

"We have to stop this fight!" said Ororo panicking "any stronger and she'll kill them!"

Odessa rushed forward and fired of balls of lightning which struck each target with unerring accuracy

"My god condensed lightning bursts!" said the beast

Olivia threw a lightning bolt at Odessa. But Odessa just laughed and raised a palm the lightning bolt just dissipated she then raised a hand and the temperature in the room dropped to sub zero temperatures

"Oh man!" said a groggy Cyclops "she's creaming us Jean try a mental attack!"

"On it Scott!" yelled Jean she focused on Odessa's mind "Odessa stop!" she screamed out trying to seize control of her mind

Odessa gasped and clutched her head "GET…OUT...OFF…MY…HEAD!" she roared

Jean stumbled back as if she had been slapped "my lord… she shoved me out as if I was nothing! but the rage! The pure rage she's channelling what's got her so mad?"

Odessa flew toward Jean and knocked her down with a spin kick… "That's for prying mind witch!" Cyclops unleashed an optic blast, which sent Odessa into a wall

But Odessa got up her eyes glowing "quick question Cyclops where do you think all the heat went?" She opened her hand and a blast of energy hit Cyclops knocking him down

"This is beyond your range Ororo!" Said professor x "she's out of control! We've got to stop this…"

No can do Charles said Wolverine she's too strong none of our tactics will work on her besides so far she hasn't used any life threatening attacks which means she's still in control."

"We have to let her finish this." said creed "but what I want to know is where she gets all the power from"

Ororo closed her eyes "once upon a time here power wasn't beyond my reach…"

"What do you mean?" said the Beast

"Odessa is me. Pure an unadulterated me. She is my rage my fury my passion…years ago in my travels I was out of control… but I met a seer she showed me the power I possessed she showed me out of control, drunk on power and ravaging the world around me she explained how it was tied to my primal self and I had a choice I could permanently suppress my primal self or let it run riot I chose to suppress my primal self it took two years to suppress it but the upshot was I would never reach the levels I saw in the seer's vision…"

"And Odessa doesn't have that suppression…" said the Beast

Odessa smiled as she looked at the last two xmen standing rogue and Olivia "do you yield?" she said softly

"Odessa what's your problem! This was all fun until you went psycho on us!" said Olivia

"Psycho my dear? You're mistaken. I'm in no way mad…angry yes, but not insane."

"What do yah have to be angry about?" asked Olivia

"The bigger picture sis! The bigger picture! All this? All this training is ineffective…Exodus, apocalypse the sentinels, sinister, bastion threats like them are out there waiting and they would cream Xavier's little pretty pep squad in seconds! And its time that they realised it! I just showed them how weak they are how transparent they are… then add to this my progenitor who had the power to be one of the most powerful mutants on the planet but let fear rule her and threw it all away! All that power all that potential she threw it away! She became a simpering ghost of who she truly is! I'm the real Ororo Munroe I lied when I said I have no attachment to her memories I have complete attachment I remember everything I remember everything from my alternates lives as well…"

"Is that the way you feel?" said Ororo from the dangeroom door "that you should be considered the real me? That I have shirked my responsibilities…"

"Oh please, don't even bother! I already know what you would say… I know that you didn't give up your primal side for the good of others you gave it up because you were just plain afraid…"

"Odessa this rage you contain its not healthy." said Xavier…

"Not healthy? Not healthy? Don't lecture me about healthy mister saint! I know all about your dark little secrets Lucas, and onslaught I know about the hidden depths of your own rage. The only person I respect is Logan he's honest he's true… ever since I awoke and discovered what I am I've looked around and seen just how false most of you are you walk around like you're the next big thing like your going to right the worlds wrongs…and yet you hide away in this mansion. Well your not the next big thing you a bunch of failures why do you think cables in this timeline?"

Wolverine tensed "what do you know about dayspring?"

"I know he's a time traveller and I know why he's here and I know he understands what has made me so angry. It's like the matrix your living in a dream world. A dream world I want no part of! In fact the reason I started this fight was as a means of saying goodbye I'm outta here!" Odessa walked toward the dangeroom exit "Oh and by the way, so is Michael. We're striking out on our own we're going out there to fix the world and we're going to make a serious go of it no more of this isolationist crap that Xavier has you lot buying into." And with that Odessa flew out the danger room and out of the institute…

"Professor…"said Jean "I got a peak of her mind its so strange she has vivid memories from five different lives as storm…. And from what I saw most of the alternate lives ended badly."

"The girl is unstable." said the beast "obviously the stress of seemingly lived five lives has unhinged her…."

"No…that's not it, in fact I think she's more focused," said Mr creed.

"I hate to say it but I agree with Mr creed." said Joseph

"As do I." said Wolverine… "From what I was told she experienced something called the age of apocalypse the reality this creed came from a catastrophe on the level of the holocaust, plus she experienced a world where the sentinels were mass produced and ruled the world putting mutants in camps… and a constant in each of these failed lives is the xmen the xmen are never good enough."

"She's determined to insure that none of those horrors come to past, and when you add to it that she sees blatant ineffectiveness in your xmen and knows how storm squandered an unprecedented level of power, her rage is magnified." surmised the beast

"All this leads to one thing." said Wolverine

"What Logan?" asked professor x

"Odessa has the potential to become a magneto level threat…"

---------

Odessa flew to the hill overlooking Bayville she sat down and let out a sigh suddenly there was a whiff of brimstone." mike" she said softly acknowledging his presence

"You ready?" said Michael Wagner

"I was born ready." said Odessa "the xmen are behind me its time to look to the future I want to travel for a few weeks and then we can start preparing…"

"Very well fearless leader, lead on"

"Me? Why am I leader?"

"You're the one with 'five lives of experience' so you're the leader."

"Oh yeah… anyway lets go to New York…"

"On foot?"

"No… can you drive?"

"Yes I can why?"

"Well I'll get us some wheels…"

"You're going to steal a car?"

"Yeah, I'll be back in a little while…" she flew off and twenty minutes later Odessa drove up in a sports car. "Hop in Wagner"

Mike teleported in… "Hey isn't this Scott's car?"

"Well its mines now!" Said Odessa "onwards to the future!"

**End of part 6**

* * *

_Next up: Tears of blood _

_Thanks for the review's everyone! and if anyone else reads this story please review!_


	7. Tears of blood

**X-MEN EVOLUTION: RISE OF ODESSA**

An alternate universe xmen evolution fic

By Deathsheadx

AUTHORS NOTES

**-X- Man-Fan:** thanks for the review

On the Joseph and rogue thing it sure looks like they're getting together doesn't it? But things may not end up that way, after all I've yet to introduce gambit into the mix. Plus how much of rogue's attraction to Joseph is really from her or AOA rogue? Did Xavier truly integrate the two?

There is a reason I didn't go the conventional route with Odessa it plays a very important part of a future story but I say this. You cant create a full person with a soul out of nothing any more will spoil the future story

Also I didn't want to go the conventional OC route I specifically went for something more out there I didn't want to spring long lost sisters on storm

The Clarice /Clarence thing is a mistake which comes about from not having my AOA collection with me. I will most likely go back and change it later.

However as much as I disagree with parts of your review I accept and value your opinion. You didn't flame me. You sat down and wrote what you didn't like about the story. You have a strong belief in how certain things should be portrayed. And my story didn't fit with those beliefs. Why don't you check out my other stories and see if any of them are more to your liking…

**Part 7: Tears of blood**

Scott summers was fuming

"Hey slim what's the problem?" Asked Wolverine

"My car! She took my car!"

"It's been 2 weeks summers are you still ranting about that?"

"My car!"

"Don't worry chuck'll get you a new one."

"But I put so much blood sweat and tears into that car!"

"Cyclops pull yourself together! Its just a car!"

"Oh yeah? Then how would you feel if it had been your bike that had been taken?"

Wolverine suddenly went pale. "Don't even joke about taking my bike slim."

"I rest my case…" said Cyclops.

Across the table Evan let out a sigh…"she's kinda right." he murmured

"What was that porcupine?" Asked Wolverine

"Odessa, she's kinda right. We are isolationist"

"Don't talk to me about that girl!" muttered Jean as she touched the side of her face where the bruises from Odessa's kick to the face had yet to go down…

"You're just sour she kicked your arse." said elsebeth Guthrie

Mr creed sighed, "Hey Logan want to go get a drink?"

"At 8 am?" Asked Wolverine

"Yeah what do ya say?"

"Sure why the hell not! I know just the place."

-----------

Joseph and rogue were in the institute gardens playing with Charles they sat down and watched him chase after a butterfly. "Are you sure about this rogue?" Asked Joseph

"Ah'm sure. Ah know in an alternate life me and magneto were husband and wife and in this reality up till now magneto has been the enemy but ah do like you Joseph and its not just the inherited memories ah got…you're kind, your noble ah like being around you…so ah want us tah date "

"Great so how should we---huh? Something's happening…" said Joseph jumping up

There was a flash of light and a group of men and women appeared on the lawn "target locked!" Said a man with a cyborg hand behind him was a man who looked like he was made of tar there was a big muscular man and a thin man there was also a girl wearing a costume that was white with green circles all over it and a girl with blue hair "marauders!" snarled the man with the cyborg hand "get the boy!"

"I don't think so!" snapped rogue flying forward the thin man stepped forward and let out a mighty scream, which knocked rogue out of the air

"Rogue!" roared Joseph he raised his hands and metal pipes from the ground rose up and hurtled towards the attackers…"rogue get Charles back to the mansion I'll hold them off!"

Rogue nodded grabbed Charles and took off the man who looked like he was made of tar literally threw his arm at rogue which smothered her and Charles in tar she went crashing to the ground… "Professor!" she called out weakly Joseph turned to come to rogues aid when he was suddenly hit with a wave of intense nausea and fell to his knees…

"What a bunch of pushovers!" said the man with the sonic scream but moments later a beam of concussive force struck him sending him flying

"Xmen Attack!" barked Cyclops

"Right on schedule" smiled the man with the cyborg hand "marauders! Acquire the target!" Suddenly the marauders swarmed over Cyclops there was a flash and Cyclops and the marauders were gone…

"They weren't after Charles after all they were after Scott!" Said Jean in horror

-----------

New York city

"Must everything we do involve a felony?" groaned Michael Wagner, as he looked at Odessa count the cash in a wallet she had pick pocketed

"Michael, Michael, Michael. We need money to survive. Or would you prefer we sleep on the street? We'll work out something eventually but for now we do what we have to…"

"What is it you want in New York anyway… I was having fun down in metropolis last week!"

"I wanted to see the sights and scope out the true hero scene… I mean metropolis is superman's city batman has Gotham… the recently reorganised JLA have the watchtower then there are the titans… the avengers team was destroyed by doomsday and the fantastic four are off in the negative zone I want to see what else is there…"

Just then there was screaming as a car went flying through the air the duo turned in the direction the car came from to see a pitched battle a man in green with a big tail and a giant lizard were attacking a man in a red and blue suit covered with an intricate web design

"Who the hell are they?" asked Michael.

"Scorpion and the lizard!" said Odessa "we gotta help Spiderman!" She flew into the air and generated a ball of her condensed lightning and hurled it at the lizard it hit him and he went hurtling back into the wall "Michael teleport those bystanders out of the way!"

"Got ya!" Yelled Michael teleporting people from their cars to a safe distance

"Wow! Its true television does ad ten years!" Said Spiderman as he kicked the scorpion in the chest

"What are you on about?" asked Odessa.

"I saw you on TV at the senate hearings! I thought you were in your thirties!"

"That's my sister." said Odessa "I'm not affiliated with her and the xmen." just then the lizard leapt towards her she sighed and caught him in a tornado and slammed him back to the ground the scorpion looked at what was happening and turned to run

"Heads up!" came a cry the scorpion looked up to see a car appear out of nowhere and smash down on top of him…

"How?" Asked Spiderman

Michael teleported next to Odessa gasping for air "that was hard…" he muttered

"You did that?" Asked Spiderman

"Yeah never teleported a mass that large before but I had to stop him from getting away."

"You definitely stopped him," muttered Spiderman "anyway thanks for the aid in taking these guys out are you starting your own super team or something?"

"Haven't decided yet." said Odessa. "Spiderman…just so you know the green goblin…"

"What do you know about that freak?"

"He's most likely Norman Osborn."

"What do you mean?"

"In most alternate realities I know off Norman Osborn is the green goblin…" Odessa looked at the unconscious lizard and gasped… "Spiderman we gotta go! Maybe we'll see you around!" she flew off with Michael following her

"What was that all about?" asked Michael

"Did you see the lizards eyes?"

"No I didn't what's with his eyes…"

"He'd been bleeding."

"So maybe he got cut or something…"

"The blood bleed in a pattern!"

"What are you talking about?"

"Michael I know that pattern! I know what causes it! The lizard was under the control of Bogan!"

"Bogan who's Bogan?"

"Elias Bogan! Lord cardinal of the inner circle of the hellfire club! He's an ancient creep who has the power to possess people and use them as puppets a side effect is the tears of blood"

"Okay how the hell do you know this Bogan?"

"One of my alternate lives had dealings with the creep…. I wonder? Mike, We gotta get over to the Boston chapter house!"

"Why?"

"I have a theory which I hope to the goddess I'm wrong about!"

-----------

Cyclops opened his eyes he was strapped down to a bed…naked. "Jean? Professor? Anybody?" he called out.

"They can't help you Scott.".

"Wha?" Said Scott struggling against his bonds

"Welcome Scott…."

"Wh-who's there?"

"Don't you remember me Scott?"

Suddenly Scott recognised the voice as memories he had long locked away in the darkest recesses of his mind of a time soon after the loss of his parents the period of time between their death and professor x adopting him a time in an orphanage… there was a dark man there Scott remembered this man he would come and take the boys away at night and then he came for him…Scott remembered being afraid… he remembered looking at the mans pointed teeth he remembered the night the man with one eye came and took him from the dark man…. It took years for Scott to get over the dark man, over the nightmares and now he was back…

"Good you remember me Scott! I was so mad when fury shut my operation down and took away my favourite orphan… but no worries I have you back now and my work can be completed…"

Scott found himself face to face with the man of his nightmares a man of pure evil his skin was pure white his eyes glowed a demonic red and thin black lips framed a mouth of pointy teeth…this man made Scott feel like that scared little boy that hid under his bed afraid that he would choose him once again the man, the monster he only knew as doctor Essex "let me go Essex!" Scott screamed franticly

"Essex? Oh no dear boy I no longer use that name… now you can call me…Mr sinister."

-----------

A brownstone in Boston.

A young blond probably no older than 19 sat drinking a glass of what could only be the finest of wines and reading a book she put down the glass and sighed "just how did you get past the club security" she said softly without even turning from her book

"Hello Emma." said Odessa

"Interesting how is it we're on first name basis when I've never met you before…"

"I'm in the know. Tell me Emma where's Tessa?"

The girl, Emma stood up "what do you want with that traitor? I thought she was my best friend you know, we were part of the hellions training program together and then…"

"And then you found out she was reporting to Xavier…"

"Well yes… you really are in the know dearie"

"Emma does Bogan have her?"

Suddenly Emma's eyes started bleeding "you have my full attention child," said Emma her voice was overlaid with another which became more and more distinct two glowing eyes formed in the air…

"Mien gott" gasped Michael slipping back into his native tongue

"Bogan." Said Odessa as she took a defensive stance

"Do you think you can destroy me child?"

"I've come for Tessa…"

"Now you really interest me… your as interesting as Tessa is you see Tessa is special she was able to outsmart me and won her friend Emma's freedom but in doing so she revealed to me she was actually a spy for Xavier… or rather she was a spy she had a crisis of faith and had all but come over to our side. However I could allow her to get away with beating me so I revealed the truth to Shaw and Selene. Shaw knew that she had once been tutored by Xavier after all Xavier was once the white king but didn't know that she, the little girl he had moulded into the perfect major domo, was still in league with Xavier he saw it as a gross betrayal and they renounced her to me… she nearly escaped got a plea of help to Xavier but Xavier also turned his back on her for betraying him and helping Shaw…"

Odessa was fuming Xavier had turned his back on Tessa when she needed him most? It also meant she couldn't count on using him to help get Tessa now…she and Michael were on their own

"Your mind is wound pretty tight …as is your friends are you listening to me?" said Bogan

"Not really." said Odessa as she looked down at the floor

"What are you doing Odessa?" whispered Michael

"There are catacombs 400 feet straight down Michael…down now!"

Michael grabbed Odessa and teleported into a cold dank tunnel "How did you do that! Know there were catacombs!"

"Easy. I can see in the normal visual range and I can see things as energy I could see the energy the catacombs radiated…" said Odessa

"Very good my dear." came Bogan's voice "you're a regular bag of tricks but alas this game is over…" Michael turned and grabbed Odessa…

"Mike?" said Odessa in shock

"My dear Odessa," said Bogan speaking through Michael "while your shields, your mental conditioning is formidable Michael here lacks such defence. I used Emma to gain control of his mind when he entered the club, and had him pretend he wasn't under our power to lull you into a sense of security. Just so I could take you and ad you to my collection…"

Odessa started to twist and struggle to break Michael's grip she hit him with mini shocks, which would fell a lesser man, but he wouldn't relinquish his grip. Up in the sky a storm formed over the club and a lightning bolt hit the ground hard it was followed by another and another she didn't want to hurt Michael but she need to be free…"back off Bogan or I'll level this place!"

"Go ahead my dear I didn't know you were so bloodthirsty you'll be killing Michael and all the innocent people upstairs…" suddenly the catacombs were rocked by more lightning bolts "you know usually I'd bluff you out but I just realised you'd do it and while, I'd survive I'm actually quite attached to some of the pets I keep in the club… oh and by the way my rambling was to distract you from sensing my other pet telepath…"

Odessa felt a powerful psionic shock through her brain she cried outin painas darkness closed in on her she could see a woman completely submerged in darkness with a glowing pinkish light extending from her fist…

**End of part 7**

* * *

_Next up: Prisoners of Bogan_


	8. Finding Allies

**X-MEN EVOLUTION: RISE OF ODESSA**

_An alternate universe xmen evolution fic_

By Deathsheadx

_Disclaimer: xmen are a Marvel Entertainment property not mines_

/---/ Telepathic speech

**Part 8: Finding Allies**

Earths orbit a domed structure, a high tech space station floated…inside a solitary figure walked down a corridor. He stopped and turned right "professor open screens…"

"As you wish." came a disembodied voice the walls receded to reveal a large window, which looked down on earth…

"Its beautiful isn't it professor. To see a world un-ravaged by apocalypse"

"You are correct Nathan it is beautiful which is why we're here."

"Yes we came back to save this to save these people to prevent the apocalypse from reaching the power necessary to create the hellish future I lived in…"

"So far we've been laying the groundwork."

"But now…now is the time to set things in motion the ascension is coming…" Nathan stood still and a hand went to his head hmmmm what's this? "Someone is calling me its ever so faint but it's also very, VERY focused so I can sense it…"

----------

The Xavier institute

A helicopter landed outside the mansion and Nick Fury got out and walked up to Xavier… "Heard about the recent attacks Xavier you need to upgrade your defences immensely "

"I know and I'm working on it colonel Fury"

"Okay now about your kidnappers the man with the cyborg hand matches the description of a mercenary by the name of Scalphunter… he's been logged as doing the dirty work for someone called sinister there are no pictures and no descriptions of his boss all that's known is this guy worked with hydra and aim to develop their cloning projects that's all I can give you."

"Also two of yours have gone missing in Boston."

"What? If your talking about…" said Xavier

"The elf and the windrider."

"Odessa and Michael they no longer want to be affiliated with the xmen."

"Well be that as it may they were seen in the vicinity of one of your old haunts the hellfire club they were able to circumvent the clubs security but soon after they disappeared off our radar there was an extremely focused lightning attack just before they disappeared off radar but that was it soon afterwards a third mutant we all know was seen entering and moments later x23 was gone as well."

"Does Wolverine know yet?"

"You're the first person I've told I'm telling him next."

Xavier nodded "I've called Wolverine to come and meet you. I must get back to searching for Cyclops," said Xavier as he made his way inside

"What did Fury want?" Asked Mr creed

"He says a man by the name of Mr sinister has Scott"

"Apocalypse horseman of death!" snarled Mr creed

"What do you mean Victor?"

"Take a look through my mind chuck see what you're dealing with!"

Xavier nodded and gasped as he was assailed by Mr creed's knowledge of the evil geneticist "Oh no…" gasped Xavier…

"If he's even marginally like the sinister I know we're talking trouble Xavier…big trouble."

----------

"You know Scott I've been part of your family for longer than you know…it was I who delivered your father and I delivered you and Alex."

"That's not true! Doctor Fenton delivered me and my brother!"

"That's my brother and I Scott being my prisoner is no excuse for bad grammar and as for doctor Fenton did he look like this?" Sinister turned into a balding middle-aged man wearing thick-rimmed glasses "hello Scottie how's that nasty stomach bug?"

"Nuh-nuh-no! No it can't be true!"

"Oh but it is! I've been grooming you Scott grooming you to be part of a glorious plan for the future…you see my boy long ago I was just a man of science who had lost his wife and child. But I had a latent x gene one of apocalypse's servants, a man known as ozymandis approached me and offered me power and knowledge for servitude to apocalypse I accepted the offer but soon I began to chafe under the restrictions apocalypse had put me under. I realised I didn't want to spend eternity serving his dream so I began to look for a way to break free, to that end I've been trying to create the perfect weapon to destroy apocalypse and I finally found the right sequence.

Your dna, coupled with that of ms Jean grey, the offspring you two would produce would grow to be unstoppable and would destroy apocalypse! 4 years ago I succeeded in creating my perfect weapon my son Nathan junior however I hadn't counted on interference from a rival scientist he stole my weapon and destroyed some irreplaceable cloning and gene manipulation technology… yes I still had cloning chambers but in comparison to the ones that were destroyed it was like comparing a stone tablet to a notepad pc"

"Oh well I'm guessing the combination was so complex you can't duplicate it…"

"You would be correct I can't duplicate it in my lab which is why I needed you."

"Don't you need both Jean and me? And jeans and Xavier will be on their guard!"

"Oh no I don't need Jean, you see I already have her!"

"What are you talking about…"

"When Jean was conceived I fed her mother a series of drugs which caused replication of the fertilised egg… and then at a suitable time I took one of the foetuses from the womb…"

Cyclops came face to face with a girl identical to Jean grey. "Scott… meet Madalyne Pryor…jeans twin…identical in every way!"

"What are you going to do?"

"What am I going to do? Why I'm going to have you mate with her and reproduce. So I get my weapon back!"

"I wont do it!"

"My dear sweet Scott you have no choice in the matter… unlike your Jean grey Madelyne has been trained to use her telepathy much better than Jean she'll make you do what ever I wish…"

"No…said Cyclops struggling as Madelyne approached the bed…noooooooo!"

----------

Odessa opened her eyes to find herself chained to a wall. She cursed her stupidity she had rushed into the hellfire club without no plan no strategy like a complete rookie and Michael had been taken by the enemy she had been careless absolutely careless and now she was Bogan's prisoner she looked across to see a familiar face. "How you doing x?"

"You…you look familiar like the wind lady…you smell like her too"

"I'm Odessa I'm her sister or to be more blunt her clone"

"You're a clone? Did hydra create you?"

"No I was created by a freak accident…"

"Oh… what are you doing here?"

"I came to rescue a girl called Tessa"

"You're here for Tessa too? Tessa helped me escape some hydra agents a while back. Why do you want to help her?"

"It's a long story but the short end is I have the memories of an alternate storm who was an ally of Tessa's and when I saw the mark of Bogan on a creep in New York I knew that if Bogan was around there was a possibility he would have Tessa so I came here but I didn't think it through they took control of my friend and captured me…how did you get captured?"

"Came in and attacked Shaw made him tell me what he'd done with her and then that witch Selene attacked me and the next thing I know I'm here… "

Odessa nodded she closed her eyes and sighed, "I'm cut off from my powers… guess I'll have to use plan b."

"Plan b?"

Odessa just grinned she pulled on the chains and reached into her hair and pulled out two thin metal picks… and then started to manoeuvre them into the locks of her shackles…

----------

"Wolverine you can't be serious!"

"I'm deadly serious Charles. X is the closest thing I have to a kid I gotta get her out of there, and Odessa and Michael are for all intents and purposes Kurt and Ororo's siblings."

"But…"

"Charles what is it?"

"Its because Charles here has an idea of what's in the hellfire club after all he was the white king "

"What? You used to hang with these mooks!"

"When I was a young man and I still had use of my legs I joined the hellfire club I and was introduced to the inner circle. The inner circle was a bunch of young mutants looking to get mutants into positions of power it was a good time back then. But things went sour and I decided to quit."

"What happened is Charles was usurped by the current white king… Lex Luthor"

"The business man? But he's not a mutant!"

"No but he showed himself worthy of the inner circle."

Wolverine looked at Xavier "once again with the secrets…. But I haven't got time to dispute your secret I'm going in to get the kids and you're going to help me prepare for any surprises…"

"You can count me in said mister creed. "

"Ah yes, the cross dimensional immigrant." said Fury.

"Pray tell what do you mean by that?" Asked Mr creed

"Shield has you down as a dimensional jumper who has immigrated to this dimension I pushed the papers through myself otherwise we would have to have detained you indefinitely…"

"I'd like to see you try Fury…" muttered Mr creed with a grin.

"Truth be told you were giving the boys in strategy nightmares you're a more formidable opponent than our version of victor creed…"

"And just how would you know that?" asked Charles Xavier…

Fury grinned mischievously "I had some cadets hack your system after your hacker hacked ours…"

"That was Odessa's doing I did not give her permission to do that… and just how much did you steal from our system?" Snapped Xavier

"Steal is such a harsh word…"

----------

"Neat trick." muttered x23

"Why thank you!" said Odessa bashfully "now then lets see if we can find Tessa she may know how to beat Bogan…"

"What about the guards?"

"Simple they get in our way we mow them down." Odessa pried the door open and looked round there was no sign of guards she made her way out followed by x23… "Yo, X! Your keen sense of smell catch Tessa's scent?"

"I have it she's this way!" said x23 she started to run Odessa followed behind suddenly x23 stopped and unsheathed her claws "we got company." she said softly

Odessa nodded "I hear them." She said. "X you can take colder temperatures than the average human right?"

"Sure… why do you ask?"

"Its about to get cold down!" here Odessa raised her hands and generated an ice storm "come on that'll keep going without my supervision for another ten minutes"

X23 nodded and lead Odessa through the ice storm to a set of doors.

"Well then I guess this is it,". She said, "Her scent comes from in there." Odessa nodded and unleashed a lightning blast which tore the door of its hinges inside they found a girl all bloody and battered…

"Oh Tessa what have the done to you!" said Odessa choking back a sob

"He c-c-couldn't br-br-break m-m-m-m-m-m-e." said Tessa weakly

"Not for the lack of trying Tessa" came Bogan's voice from all around the trio "I mean what does it take? Your will is worse than Odessa and Wolverine lite! Well at least you'll wear my brand for the rest of your short life. And Odessa you really are extremely resourceful but alas your more trouble than your worth which is why I'm going to have to dispose of you…"

"Why don't you say that to our faces we'll see who gets disposed off!" Snarled x23

"Oh my little savage! Wolverine would be so proud of course I don't get my hands dirty, that's what I have my pets for!" Out of the shadows materialised Michael, Emma frost, Sebastian Shaw and a woman completely covered from head to toe in shadows "now then my pets, destroy them!"

Suddenly there was a tremendous flash of light and a tall white haired man with a glowing eye stood between Odessa, x23, Tessa and Bogan's mind slaves "Can't let you do that Bogan…"

"It worked." Murmured Ororo with a hint of relief. "Hey Bogan you didn't think I'd come back without some backup did you?"

"Who's that?" Asked x23

"Yesss just who are you stranger?"

"I've been called many things over the years but you can call me cable! Odessa here focused her thoughts on me and I was able to pick them up through your field of interference and tracked her here…" And with that cable leapt at Bogan's slaves…


	9. Battle in the Inner Circle

**X-MEN EVOLUTION: RISE OF ODESSA**

_An alternate universe xmen evolution fic_

By Deathsheadx

_Disclaimer: xmen are a Marvel Entertainment property not mines_

/---/ Telepathic speech

**Part 9: battle in the inner circle**

The catacombs beneath the Boston chapter house of the hellfire club

Emma and the 'mystery telepath' sprung into action. Emma shifted into a shiny glass type form…

"Hmmm organic diamond." muttered Cable as he dodged a punch "makes you pretty strong. Not colossus strength but strong nevertheless however, problem with that Emma is you're telepathy is hindered"

Just then the shadow-shrouded telepath jumped forward and struck Cable yelled out and stumbled "very nice attack, caught me by surprise. On a lesser mutant that would have meant something but not to me!" he raised his hand and she was shoved back by a telekinetic shove…

"We have to find Bogan's sanctuary," said Tessa

"What are you talking about?" asked X23

"Only there can we truly sever Bogan's hold over his victims!"

"What do you mean truly sever?" asked x23

"Bogan's hold is a fusion of the mystical and the psionic your friend may sever the psionic but unless we sever the mystical Bogan can always re-establish his hold…"

"Then what are we waiting for lets break the chain!" snapped Odessa

Cable watched the trio run off he knew they were up to something and hoped they would be okay as his hands were full, due to the fact that several more mutants had joined the battle…He couldn't use his guns as he could sense most of his attackers were in Bogan's thrall he decided he needed back up. "Graymalkin!" snapped Cable on a secret wavelength "body slide… X-force."

There were 5 beams of light and 5 teens appeared one was a red headed teen of about 17 he had two double bladed swords and a star tattooed over his left eye. Another teen stood taller than Cable he was of American Indian decent and was extremely well muscled. There was a teenage girl with long red hair a woman with white skin and a black oval mark over her left eye the final member was a black teen well muscled he carried a baseball bat and had a smug grin on his face. "Yo, c-man! What's the 911?

"Cage! We have to subdue these people without to much in the way of grievous bodily harm!" replied Cable

"That will be most hard," muttered the red haired boy, "but I love a challenge!"

"There you go again shatterstar always with the G.B.H!" Muttered the American Indian teen

"Can it warpath and focus on the mission!" Shouted the white skinned woman

"Yes ma'am!" Shouted warpath as he punched the nearest opponent

Bogan watched the new arrivals through the eyes of his slaves and suddenly realised that that annoying trio of girls was missing suddenly he was full of dread they were going after him…

----------

"Just who are you? You look like Ororo Munroe but your body language is totally different and your age is all wrong." Said Tessa as they ran along a corridor

"I'm Ororo's chronal duplicate basically I'm a clone created by fluxes in the space time continuum."

"Why did you come to rescue me I though Xavier refused to aid me?"

"He did?" Snarled x23 "I never trusted the bald headed man!"

"I'm here without his knowledge I decided I didn't want anything to do with his fantasy world and me and Michael decided to do our own thing." Replied Odessa

"So how did you know about me?"

"I have the memories of an alternate storm, actually I have five sets of complete memories… the sentinel occupation storm, the age of apocalypse storm, Ororo: agent of shield, and storm leader of the XSE as well as the storm of this reality it gets jumbled up a lot at times and I find myself angry a lot but most of the time these memories are an asset!"

"Wow I can see how that would be an asset…here's where Bogan keeps his treasures…" said Tessa "x23 if you may?"

"One adamantium can opener coming up!" said x23 as she extended her claws and slashed through the door

"You know I probably could have opened that door," said Odessa

"Yeah but my way is more fun," said x23 as she stepped through the door "wow! You have got to see all this!"

Odessa entered and gasped, "By the goddess I've died and gone to heaven look at all this stuff!"

"No time to browse," said Tessa "we need to find a crystal egg!"

"How big is it?" asked Odessa

"The size of an Easter egg! Spread out and look!"

Odessa started to rummage through the precious trinkets gold, diamonds, rubies, and other precious stones suddenly she felt a change in the wind currents "everybody we got incoming!" Suddenly there was a swirl of black smoke "oh hell no…"

A tall woman with cruel looking eyes, dressed in black walked out of the smoke… "You really didn't think it would be that easy did you urchins?"

"Actually I hoped it would be easier…" said Odessa grimacing

"How quaint so full of life I shall enjoy destroying you…"

----------

Wolverine and Mr Creed walked through the sewers… "Remind me again why we're trudging through the sewers Victor?"

"Beats me! Oh wait you said you wanted to try the sneak attack" replied Mr Creed

"Remind me never to have a bright idea agai—whu? Can you hear that?"

"It's the sound of fighting… coming from behind that wall!"

"Stay back I'm cutting us an entrance!" Wolverine unsheathed his claws and cut through the wall behind the wall was a winding staircase. "Its coming from down these stairs," said Wolverine he broke into a sprint with Mr Creed following after him they soon came to a network of catacombs with hellfire club guards strewn everywhere the floor covered in ice and slush

"Odessa's been here." said Mr Creed

"I can see that and x's scent is with hers they're together… they headed this way!" Wolverine and Mr Creed made their way through the catacombs to find a massive melee between hellfire club guards, various mutants and agent dayspring. "Dayspring! What the hell are you doing here?" Shouted Wolverine wading into several guards

"Odessa sent a distress signal directly to me… I answered." replied Cable knocking out a guard

"Who are the kids fighting the guards?" asked Wolverine

"I recognise Cassidy's kid and Domino," said Mr Creed…

"They're X-force my covert action team…" replied Cable

"So you ARE running your own gig on the side! Which reminds me Odessa claimed you're some sort of time traveller!"

"Wha? How would she know that?"

"She's a chronal duplicate of storm with the memories of a few alternate Ororo's it seems…excuse me," Wolverine slashed a guard in the face, "it seems she knows a version of you in one of those alternate timelines!"

"Well I'll be…"

"Where is the kid anyway X23 is with her!"

"She, X23, and some other girl lit out of here a little while back…"

"Creed! The girls aren't here! I'm going after them you coming or are you going to help Dayspring out!"

"I'll give Dayspring a hand here, you find the girls!"

Wolverine nodded and raced off

Selene fired a blast, which hit x23 dead centre and sent her smashing into a wall

Odessa screamed in rage and unleashed gale force winds at Selene pushing her back "did you know that with a strong enough wind you can push a piece of straw through a solid brick wall?" she snapped at Selene. "Can you imagine what would happen if the same wind was applied to a handful of solid gold coins? No? Don't worry you're about to get first hand experience!" Odessa grabbed a handful of coins and threw them at Selene she then raised her other palm and the wind picked up as did the coins the shot at Selene faster than the eye could see and tore right through Selene tearing a chunk out of her stomach she collapsed to the floor…"as you can see said Odessa its quite painful…X! You okay?"

"I'm fine!" said x23 struggling up "Tessa?"

"I'm fine come on before Bogan sends someone else…" the trio looked around and after a few minutes they found what they were looking for a crystal egg…

"Now what?" Asked x23

"Now we have to destroy it…it will shatter Bogan's mystic link and all his slaves would be freed."

"You always were the smart one Tessa… which is probably why I liked you so."

"No way!" said Odessa turning round to see Selene rising from the ground "didn't I just kill you? Oh wait I forgot! You're immortal!"

"You know about that? Never the less I must pay you back for that attack, it actually hurt considerably!" she fired a blast which caused the trio to scatter "no, no, no, my dear we cant have you getting away with that Bogan will be so displeased!" Tessa was grabbed by a telekinetic hold and pulled towards Selene But then x23 sailed through the air and rammed her fist into Selene's face Selene screamed and clutched her eyes…

"Nice one!" said Tessa "now come on we've got to find something to destroy the crystal egg…"

"No I wont let you! I'll kill you a-urgh!" Selene looked down to see three adamantium claws sticking through her chest…"just give me a few minutes…" sighed Selene as she collapsed to the ground

"You girls alright?" Asked Wolverine

"We're okay!" said Odessa but "Selene will only be down for a few minutes!"

"Well the minute I see a twitch I'll gut her again."

"Thanks Logan… Tessa what do we do now?" Asked Odessa.

"Now we shatter it x23 if you please…"

"With pleasure!" X23 raised her claws and struck with all her might when she was suddenly thrown back by an invisible force

Tessa dropped the crystal egg as if she had been burned but the egg stopped mid fall and floated high in the air a dark figure with glowing red eyes formed around it.

"You really have to die you know that?" said the dark figure "you've become too much of a threat!"

"Is that Bogan?"

"I think it is," said Tessa

"Who cares what it is lets take it down!" Said Wolverine leaping forward claws extended…

"No, no, no we can't have that Wolverine!" Bogan raised a hand and everyone was thrown back… "Did you really think me so weak?" Roared Bogan

Odessa raised her hands to throw a lightning bolt but nothing came. "What the hell? She gasped my powers are gone!"

"But of course! You control one of the primal elements dear, do you know how hard it is to fight nature? Best stop you now before you become bothersome, Say good night dear!" a blast hit Odessa smashing her into a cabinet she slumped to the ground totally dazed and bleeding badly from the wound to the chest.

"_You wont win like this you know_" came a soft voice Odessa opened her eyes to see a black woman with red hair above her she had two large red feathered wings on her back and ornate horns rising from her head she was clothed in a strange decorative metal bikini of sorts…but the most striking thing was Odessa could see right through her

"Okay now I know I'm dead or mad…" muttered Odessa

_"No you're not mad but I'm dead." _Said the winged woman _"I'm Maleeka I was telling you, you wont win like this."_

"Say I believe I'm not mad, why wont we win?"

_"Your fighting Bogan's mystical shadow its not the real representation just a proxy of sorts…I should know after all I taught him that."_

"You taught him?"

_"But of course I did! I was a sorceress of some reputation when I was alive. Over 2000 years ago I came across a young mutant psion with high mystic potential… now meeting a fellow mutant was rare but meeting another mutant who was also a mystic was unheard of! I took Elias under wing taught him much magic I taught him how to cast his mind out and mystically link with others… but then Selene came and offered him more power and he joined with her. I tried to stop him but he turned and slayed me with my own blade I've been a ghost ever since, tied to my blade…"_

"Then how do we beat Bogan?"

_"There is away but to do so I would have to bond with you."_

"Bond? You mean possess me?"

_"In part but what I mean is you have to become my shaman of course after the deed is done you can cast me away…"_

"How can I trust you…"

_"You cant but your all out of options…"_

Odessa couldn't help but agree with the ghost's assessment "Okay lets do this!" Odessa grabbed the hilt of the ancient sword there was a flash of intense light and the sword started to glow Odessa found herself surrounded by a strange aura and then she felt Maleeka enter her mind she felt the joint purpose they shared one desire…

The defeat of Bogan.

**"Elias!"** said Odessa and Maleeka both together. **"Turn and face us!"**

Bogan's shadow turned round in surprised… "I don't believe it how is it you are able to hold Maleeka's sword? You should have fried to a crisp!"

"_Because Odessa possesses the mystic heritage to become a shaman Bogan_!" Came Maleeka's voice

**"And now we're going to stop you!"** said Odessa and Maleeka together taking up a combative stance

**end of part 9**


	10. Endgame

_**Authors note:** this story started out as the subject of a challenge between my friends and me._

_The rules or points were as followed._

_I had to find a way, other than straight de-aging, to introduce a teenage storm to the Evo universe_

_I had to include characters from the regular Marvel universe as well as the DC universe_

_I had to find a way to bring AOA Blink, Charles Lensherr, and Sabertooth to the Evo universe_

_And I had to find a way to work in a crossover with an anime on jetix or cartoon network_

_It was a tough challenge but I think I did it! _

**X-MEN EVOLUTION: RISE OF ODESSA**

_An alternate universe X-men Evolution fic_

By Deathsheadx

_Disclaimer: xmen are a Marvel Entertainment property not mines_

/---/ Telepathic speech

**Part 10: Endgame**

_2271 years ago._

_The Sahara desert._

_Two warriors faced off._

_A male._

_And a female_

"Burning strike!" Yelled the male as he leapt into the air a burning fist flew towards the female

"Entaris shield!" Yelled the female, a white force field appeared as the fist came down she sprouted wings and took to the air. She raised her hands "red ram!" She screamed out, as a ram comprised of energy formed in the air and hurtled forward at the male

The male managed to get a shield up just in time "pretty good Maleeka! But it wont save you!"

"Why Elias? Why side with Selene!"

"Power my former master… power! She offered it I took it. All I have to do is destroy you Maleeka!" Elias shot into the air

"You forget Elias I trained you!" screamed Maleeka she moved her hands in an intricate pattern

"Burning spike? That weak move? Maleeka you're getting desperate!"

"We'll see Elias!" said Maleeka. "Burning spike!" A blast shot forward shattering Elias's hastily erected shield it hit him in the face causing Elias to scream in agony as he fell out of the sky "like I said Elias I trained you! but I didn't teach you all I know. Case in point: burning spike seems weaker than burning strike but in the hands of a trained master it's a whole lot tougher…"

"You…foul dog! You bitch! You'll pay for that!" roared Elias he flew back up at Maleeka drawing his sword Maleeka drew her own sword and the two warriors clashed the sword play was intense it went on for hours the sands of the Sahara actually burned finally as the dawn of a new day began…

"Like…I said Elias…you… are… no match…FOR ME!" with a tremendous swing Maleeka shattered Elias's sword and with a spin had him pinned to the ground… "The wonders I wanted to show you…. the secrets I wanted to share with you Elias! You were my friend! You were my lover! You were my husband!" She raised he sword to deal the final blow "goodbye my husband." she said tears in her eyes…

"I don't think so, I cant have you killing him after all he's my apprentice now, he's my lover now... and with you gone he'll be my husband!" Said Selene materialising in the sky she unleashed a blast of energy which hit Maleeka full on before she could raise a shield. Maleeka was thrown back badly burned by the attack she struggled to get up…

"Maleeka dear…" said Elias picking up her sword "I never did love you… you were a means to an end, something to pass the time till something better came along. Now Selene, she's definitely something better she's got vision and power and I'm going along for the ride…"

"Damn you Elias!" said Maleeka through burn mangled lips… "DAMN YOOUUU!"

"Good bye wife." said Elias bringing Maleeka's own sword down and severing her head from her shoulders as he did the sword burst into flames burning Elias's hands badly he screamed in agony dropping the swords…

-----------

The present day, the catacombs beneath the Boston chapter house of the hellfire club

Tessa lay unconscious from a nasty blow to the head while Wolverine, X23 stared at the scene before them.

Bogan's shadow construct, his surrogate body stood in the middle of the treasure chamber in its centre the crystal egg the only way to severe Bogan's mystic hold over his slaves

Facing him was Odessa, chronal duplicate of the xman known as storm and in her hand the sword of Maleeka,

"Isn't this interesting… the legends were true. Your spirit survived in that sword for all these years, and it was you that was a semi finalist of the shaman king tournament 1000 years ago. And it was you who was at the tournament 500 years later." Said Bogan

**"Got that right Bogan and now we're going to destroy your network of slaves!"** Said Odessa/Maleeka

"Really are you sure your new shaman has the ferioku to back that up? After all she's very young and very experienced!"

**"It'll be enough!"** said Odessa/Maleeka **"burning wave!"** She screamed out as she swung her sword at Bogan a wave of fire shot forward at Bogan who's shadow construct manifested a sword which cleaved the wave of flame in two

"My turn Maleeka! Dark spiral!"

Wolverine looked at the battle unfolding "okay this is a whole new level of battle its outta my league…"

"Got that right!" muttered X23

-----------

The sanctum sanctorum of doctor strange doctor strange awoke to the sound of hundreds of mystic alarms going off… he quickly got up and teleported himself to his scrying pool… "It seems" muttered doctor strange "that a shaman of great potential has awakened and aligned with a powerful guardian spirit… ah its Maleeka… she is a troublesome spirit…" doctor strange frowned "what's this? Ah yes she is facing against Bogan!"…

"Stephan do you sense it?" came an astral projection of Zatanna the sorceress

"The new shaman?"

"Yes Stephan but don't you see she is more than just a shaman she has the potential to achieve the tri-state the first in what is it? 8000 years…"

"I can trump that Zatanna my dear guess who the shamans guardian spirit is?"

"Who?"

"Maleeka the sorceress." said doctor fate materialising before the duo

"This could be a good thing or a bad thing…"

"I know Zatanna, I know. All we can do is wait."

Cable fought hard to find the nexus of Bogan's network he could sense the tremendous battle unfolding close by and he knew that Bogan was totally focused on that battle which meant his pets were on there own now was as good a time as any to shatter his psionic control he looked around and with his psionic senses and found the nexus pulling out his psimitar he unleashed a telekinetic wave which knocked over several guards and somersaulted over some others he then swung his psimitar back its psionic Blade passing through those guards rendering them unconscious he then raced forward and moved in front of Bogan's shadow shrouded telepath… "Just you and me now." He said softly

The mystery telepath hissed and raised her hand a psionic sword forming in her hands she jumped forward and swung her blade

Cable blocked with his psimitar and shoved her away she flipped back and then jumped forward in an attempt to spin kick cable… "I don't think so," said cable he grabbed her foot in mid air and slammed her to the ground as he did he gasped as she melted into the shadows "okay I didn't expect that one!" Just then she leapt out of another shadow to strike cable but as she swept down with her psychic blade cable literally vanished and appeared behind her slamming his psimitar into her

The telepath screamed in shock as a solid psionic connection was made "_how?"_ she worded

Cable smiled as he gained access to the telepaths mind and saw the true mind of the telepath shackled in a strange cell with chains leading off to the minds of others…. The telepath looked up at him her eyes filled with tears… "Don't worry kid I'll have you out of here in a moment…" cable horded his psionic strength... "Mother Askani guide my hand!" he prayed and raised his psimitar high before stabbing it into the cell he poured in more and more psionic energy until the cell shattered and then he was back In the catacombs at his feet lay the telepath free of Bogan's control she opened her eyes and the shadows melted away.

"Hi kid what's your name?"

"My name is Betsy, Betsy Braddock." she said softly

-----------

Selene awoke after sufficiently healing from the beating she had taken she looked up to see an intense battle going on before her eyes. The girl the one who controlled the weather she had a strange aura around her. Selene shifted her senses and gasped as the aura became clearer to her it was like Odessa was overlaid with the ghost image of Maleeka that could only mean that the girl was channelling Maleeka's spirit. Selene realised Bogan could be in trouble so she readied a spell to separate the spirit from the shaman, a spirit sealers spell. But as she rose to release the spell invisible hands grabbed her and her astral form was yanked from her body

_/ **What is this? **/_She screamed out…

"My dear Selene I can't have you interfering with this fight!" said a feminine voice…

Selene turned round and found herself facing Circe the sorceress…

/ **_What are you doing Circe! Why are you bothering me instead of meddling with that bothersome wonder woman!_** /

"Why Selene I'm just stopping you from interfering with Maleeka and her new protégé"

/ **_Why! Why stop me!_** /

"Because I want to see what has the whole mystic-spiritual world on edge and I owe Maleeka a few favours… besides you forget she was my sister in arms when we nearly destroyed Themyscria almost five thousand years ago…"

/ **_I MUST STOP HER! SHE'LL RUIN EVERYTHING I'VE WORKED FOR!_** / Screamed Selene

"This fight will end without you saving Elias like you did last time…

Selene looked at the battle before her and sighed / **_It doesn't matter anyway…the girl is out of ferioku! Bogan will win this!_** /

Odessa/Maleeka gasped as the bond snapped as Odessa felt her ferioku dissipate... "Noooo! Not now! Not when I was so close!" Snapped Odessa

"Well my dear it seems your best wasn't good enough! I think I'll take your head like I did to my darling wife 2271 years ago!" Said Bogan laughing

Odessa gritted her teeth she couldn't believe it was all over she had tried really hard. She had tried her best but she hadn't been good enough… she closed her eyes she couldn't just let it end like this she had to fight on…she slowly got to her feet…

"You still try to fight? Don't you get it? Its over! You lose you insignificant worm you're nothing! You're no shaman you're just a weak child who thought she could take me on! Well guess what child you failed and now you and you're friends get to die!"

**"NNNNNNNNOOOOOO!"** Roared Odessa in rage all her rage, all her anger, all her frustrations focused in that single moment and suddenly as if deep inside her a fire had been lit she felt a surge of power…

"Impossible! She has no ferioku!"

Maleeka rose from the sword once more her ghostly form materialising before Bogan then she flowed into Odessa once again only this time Odessa sprouted ghost wings and her eyes glowed her whole body transformed into blue energy **"YOU WERE SAYING?"** came the dual voice of Odessa and Maleeka, Their voice thunderous, the rage and furyapparent in each word the spoke.

"How can this be your ferioku was all but gone! No matter I'll finish you off with a single strike!" Said Bogan as he swung forward to make the killing blow…

"**NO YOU WONT."** said Odessa/Maleeka as she parried his strike. **"MY TURN." **She said as pulled back and raised her sword

"Wha—" said Bogan in fear…

"**CRIMSON LIGHTNING STRIKE!" **roared Odessa/Maleeka with a mighty swing of her blade a massive red lightning bolt streaked out towards Bogan

Bogan went to block the lightning bolt only before it reached Odessa/Maleeka was before him "Wha?"

"**SURPRISE."** said Odessa/Maleeka grinning

Bogan looked down to see Maleeka's sword had run him through…right through the crystal egg "but how… you had no ferioku left and your mystic strength wasn't enough to pierce the egg…"

"_It takes more than ferioku to make a shaman Bogan. It takes true spirit true grit and determination to be a worthy shaman."_ Said Maleeka

"Simple answer Bogan we're better than you. Oh and here's a move we've just come up with just for you…" said Odessa

"**CELESTIAL TEMPEST IGNITE!"** Roared Odessa/Maleeka the egg shattered into a thousand pieces and Bogan's shadow construct, his surrogate body exploded **"It'll take you a few years to pull yourself back together from that…"** and with that Odessa returned to flesh and blood and collapsed to the ground…

Wolverine and X23 rushed over to check on Odessa, "her pulse is pretty weak!" said Wolverine "and her chest wound is still bleeding!"

Cable made his way into the treasure room "what just happened? I shattered Bogan's psionic control and made my way to your location, only just before I got here I felt a psionic scream the likes I never felt before…oh no Odessa! The kid looks pretty messed up! Lets get here and the others to the institute!"

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Odessa opened her eyes to find herself in a field laying next to her was Maleeka. "Hey Maleeka I think we won."

"Yes we shattered the crystal egg breaking Bogan's spell and shattered Bogan's spiritual self to boot" was Maleeka's reply

"Spiritual self? I though Bogan was alive!"

"Oh he is but I taught him how to separate his spirit from his body and over the years he perfected it he basically put his body into a state of suspended animation as he didn't need it he became a living ghost and through special items like the crystal egg he was able to perform spells and other feats like creating his collective of souls and stretch his sphere of influence without his body"

"Wow! What now you go back to living in the sword? Move on to the next plane?"

"Nope when we shattered Bogan's spirit the powerful death magic's that bound me to the sword dissipated as well leaving me free to move on…"

"So you're moving on?"

"_Well I was wondering if I could stick around with you for a while I just spent the last two thousand years crammed in a sword I what to stretch my ghost legs a little"_ said Maleeka

"That'll be great! I want to learn more!"

"And I'm willing to teach… anyway I think its time you woke up once more…"

Odessa was blinded as everything went white and moments later she was looking up at a light… "Wha? Where am I? Oh hell I'm back here again…". She looked around to see Tessa sleeping in the bed beside hers and Michael sleeping in the chair at the end of the beds he was in the process of waking up

"Hi there mike…" she said softly

"Odessa! Your back!"

"Yeah I'm back how do you feel?"

"Like someone ran a rake through my brain!"

"Sorry Michael I got overzealous and waltzed in without a plan I nearly got you killed!"

"No worries we all mess up from time to time…" smiled Michael

"But I shouldn't have not with the memories and skills I possess!"

"Hey don't beat yourself up over it anyway I heard from X23 you vent all medieval on Bogan's arse."

"Well me and Maleeka…"

"Who's Maleeka?"

Suddenly there was a flash of light and sitting on the end of the bed was Maleeka's ghostly form "That's Maleeka said Odessa grinning."

"Mein gott!"

"You got that right," said Tessa sitting up "I'd heard the stories but I never thought it was true."

"You okay Tessa?"

"I'm fine… I never did say thanks for coming to my aid…"

"It was nothing Tessa…"

"No that's not true it was everything to me."

Just then the door opened and Xavier storm and the beast made his way into the medibay. "Hello Odessa, Tessa, I've come to talk"

"Charles look at the end of Odessa's bed!" gasped Ororo.

"Oh my stars and garters spectral manifestation!" Said the beast

"I have just two words to say to you Xavier can you read my mind I'm broadcasting it straight at you…" muttered Odessa

"Please Odessa I have not come to fight I have come to offer you a place in the xmen once mor—"

"No way! No how! Xavier I already told you the xmen are a no go for me... besides after what you did to Tessa I definitely aint working for you…"

"What did he do?" asked Ororo

"Oh Charlie-boy here didn't tell you Tessa's been Xavier's little spy in the hellfire club since she was about 9 years old…"

"A child spy?" gasped Ororo in shock.

"Yep he trained her since he met her in Afghanistan as a 7 year old and then he sent her in and she was forced to grow up in the hellfire club she got in so deep that for a while she literally became an agent of the hellfire club serving the black king her mission forgotten…Charlie-boy didn't like that and took it as a betrayal but that's not the best part…" said Odessa.

"Odessa" said Xavier "this is not the…"

"What Charlie boy doesn't want you to know 'ro is Tessa came to him for help in getting out. But Xavier refused; he left her to rot Ororo. Saint Xavier left Tessa to rot in the hellfire club!"

"Charles you utter bastard! How could you!" shrieked Ororo turning and walking off

"It wasn't like that!" said Xavier trying to justify the situation "she had become a serious security risk to the students in my care I couldn't bring her out, I had to think of the others!"

"Yeah, yeah, yeah the lips are moving but I'm hearing nothing but garbage…soon as the doc says I'm fit to go I'm outta here and Tessa if you want you can come with me..." said Odessa

" Ill go wherever you go." said Tessa

Xavier sighed, "If that's what you wish… Michael?"

"I'm sticking with Odessa professor I suddenly don't trust you…"

A day later 

"So you and Emma are back on talking terms?"

"Yeah Emma told me our friendship meant to much to her to chuck it away over Charles Xavier anyway she's going to be busy setting up her own."

"She's setting a school of her own?" said Michael

"Yeah the hellfire club has been temporarily suspended while they sort through this Bogan mess, and Emma isn't to pleased about Bogan and Selene's games so she decided she needed a new challenge."

"Good for her…hey x what're you doing in that tree?" said Odessa as she saw the young mutant sitting on a branch

"Waiting for you. I decided to join your team…"

"Really? Welcome aboard x…you know you really need a name." Said Odessa

"I like X23 fine."

"You need a real name… we'll think of one on the way to meet the rest of my new team…"

"Team? I didn't know that you had recruited more members to your team?" said Michael

"Don't worry mike…" said Odessa with a wicked grin

"Neither do they…"

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Lance Alvers groaned as the bell kept ringing. "Toad answer the gawddamn door! Toad! Ah to heck with it I'll do it myself!" Lance got out of bed and stormed down the stairs and flung open the door "YEAH? WHAT THE HELL do you…" standing before Lance was 3 girls and a boy.

"Hey Alvers is that the way to great your new leader?"

_**The end… of the beginning** _

_To be continued in the sequel: the Renegades!_


End file.
